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What changed in Sinclair, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Sinclair, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+328 added−372 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-26)

Top changes in Sinclair, Inc.'s 2025 10-K

328 paragraphs added · 372 removed · 224 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

76 edited+27 added−55 removed31 unchanged
Biggest changeRESULTS 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, 2024, 2023, and 2022 (in millions): Percent Change Increase / (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Revenue: Distribution revenue $ 1,543 $ 1,491 $ 1,531 4% (3)% Core advertising revenue 1,152 1,192 1,186 (3)% 1% Political advertising revenue 405 44 332 n/m (87)% Other media revenue (a) 154 139 144 11% (3)% Media revenues (b) $ 3,254 $ 2,866 $ 3,193 14% (10)% Operating Expenses: Media programming and production expenses $ 1,536 $ 1,488 $ 1,450 3% 3% Media selling, general and administrative expenses (c) 742 694 704 7% (1)% Depreciation and amortization expenses 231 243 243 (5)% —% Amortization of program costs 74 80 90 (8)% (11)% Corporate general and administrative expenses 117 134 117 (13)% 15% Non-media expenses 8 14 15 (43)% (7)% Gain on asset dispositions and other, net of impairment (18) (14) (17) 29% (18)% Operating income $ 564 $ 227 $ 591 n/m (62)% Interest expense including amortization of debt discount and deferred financing costs $ 304 $ 305 $ 226 —% 35% Gain on extinguishment of debt $ 1 $ 15 $ 3 (93)% n/m Other income, net $ 40 $ 33 $ 28 21% 18% n/m - not meaningful (a) Includes $26 million for the year ended December 31, 2022 of intercompany revenue related to certain services provided by the local media segment to other and the local sports segment, prior to the Deconsolidation, under management services agreements, which is eliminated in consolidation.
Biggest changeRESULTS 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 Change Increase / (Decrease) 2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23 Revenue: Distribution revenue $ 1,529 $ 1,543 $ 1,491 (1)% 4% Core advertising revenue 1,124 1,152 1,192 (2)% (3)% Political advertising revenue 32 405 44 (92)% n/m Other media revenue 89 154 139 (42)% 11% Media revenue (a) $ 2,774 $ 3,254 $ 2,866 (15)% 14% 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% Operating income $ 179 $ 564 $ 227 (68)% n/m Interest expense including amortization of debt discount and deferred financing costs $ 395 $ 304 $ 305 30% —% Gain on extinguishment of debt $ 6 $ 1 $ 15 n/m (93)% Other income, net $ 8 $ 40 $ 33 (80)% 21% 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.
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.
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.
As of December 31, 2024 and 2023, 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.
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.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues 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.
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.
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. 53 Table of Contents 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.
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. 50 Table of Contents 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.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated 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. 52 Table of Contents We are required to analyze our long-lived assets, including definite-lived intangible assets, for impairment.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated 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. 49 Table of Contents We are required to analyze our long-lived assets, including definite-lived intangible assets, for impairment.
We evaluate our goodwill and indefinite-lived intangible assets for impairment annually, or more frequently, if events or changes in circumstances indicate an impairment may exist.
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.
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 11. Income Taxes within Sinclair’s Consolidated Financial Statements and Note 10.
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.
As of December 31, 2024, 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.
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.
A discussion regarding SBG’s financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found under Item 7 of Part II of the 2023 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.
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.
Income Taxes within Sinclair’s Consolidated Financial Statements for further information. 60 Table of Contents 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.
Income Taxes within Sinclair’s Consolidated Financial Statements for further information. 57 Table of Contents 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.
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, 2024, we had two reportable segments for accounting purposes, local media and tennis.
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.
An asset group represents the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets.
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.
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, 2024, 2023, and 2022.
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.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements for a discussion of recent accounting policies and their impact on Sinclair’s and SBG’s financial statements. 54 Table of Contents SINCLAIR, INC. RESULTS OF OPERATIONS SINCLAIR, INC.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements for a discussion of recent accounting policies and their impact on Sinclair’s and SBG’s financial statements. 51 Table of Contents SINCLAIR, INC. RESULTS OF OPERATIONS SINCLAIR, INC.
Income Taxes within SBG’s Consolidated Financial Statements , for further discussion of accrued unrecognized tax benefits. Variable Interest Entities (“VIEs”). As discussed in Note 13. Variable Interest Entities within Sinclair’s Consolidated Financial Statements and Note 12.
Income Taxes within SBG’s Consolidated Financial Statements , for further discussion of accrued unrecognized tax benefits. Variable Interest Entities (“VIEs”). As discussed in Note 12. Variable Interest Entities within Sinclair’s Consolidated Financial Statements and Note 11.
The operating results of our tennis segment are usually subject to cyclical fluctuations due to the amount and significance of tournaments that take place in the respective quarters during the year.
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.
(d) Non-media expenses for the years ended December 31, 2024, 2023, and 2022 include $3 million, $4 million, and $7 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation. Revenue.
(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.
All of these popularly viewed events can have an impact on our advertising revenues. 51 Table of Contents 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.
All of these popularly viewed events can have an impact on our advertising revenue. 48 Table of Contents 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.
Consolidated Operating Data The following table sets forth certain of SBG’s consolidated operating data for the years ended December 31, 2024, 2023, and 2022 (in millions).
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).
The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the amount 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, 2024, 2023, and 2022 (in millions).
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).
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, 2024, 2023, and 2022: Percent of Advertising Revenue 2024 2023 2022 Syndicated/Other programming 35% 38% 35% Local news 30% 29% 32% Network programming (a) 17% 15% 19% Sports programming (a) 16% 13% 11% Paid programming 2% 5% 3% (a) Sports programming includes both local and network sports programming.
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 2025 2024 2023 Syndicated/Other programming 38% 35% 38% Local news 28% 30% 29% 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.
A discussion regarding our financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found under Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 (our “2023 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. 55 Table of Contents SINCLAIR, INC.
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. 52 Table of Contents SINCLAIR, INC.
The FCC “must-carry” rules only apply to a station’s primary digital stream. • 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.
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.
Transactions with Related Parties. We have determined that we conduct certain business-related transactions with related persons or entities. See Note 14. Related Person Transactions within Sinclair’s Consolidated Financial Statements and Note 13. Related Person Transactions within SBG’s Consolidated Financial Statements for discussion of these transactions. RECENT ACCOUNTING PRONOUNCEMENTS See Recent Accounting Pronouncements under Note 1.
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.
(c) Media expenses for the years ended December 31, 2023 and 2022 include $2 million and $7 million, respectively, of intercompany expenses primarily related to certain services provided by 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.
(c) Includes $13 million, $8 million, and $12 million for the years ended December 31, 2024, 2023, and 2022, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation. Revenues Distribution revenue.
(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.
Tennis Segment The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions): Percent Change Increase / (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Revenue: Distribution revenue $ 203 $ 189 $ 179 7% 6% Core advertising revenue 39 37 33 5% 12% Other media revenues 5 2 5 n/m (60)% Media revenues $ 247 $ 228 $ 217 8% 5% Operating Expenses: Media programming and production expenses $ 125 $ 115 $ 97 9% 19% Media selling, general and administrative expenses (a) 53 41 47 29% (13)% Depreciation and amortization expenses 21 21 21 —% —% Corporate general and administrative expenses 2 1 — n/m n/m Operating income $ 46 $ 50 $ 52 (8)% (4)% n/m - not meaningful (a) Includes $9 million, $6 million, and $4 million for years ended December 31, 2024, 2023, and 2022 , respectively, of intercompany expense related to certain advertising services provided by the local media segment, which is eliminated in consolidation.
Tennis Segment The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions): Percent Change Increase / (Decrease) 2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23 Revenue: Distribution revenue $ 216 $ 203 $ 189 6% 7% Core advertising revenue 45 39 37 15% 5% Other media revenue 4 5 2 (20)% n/m Media revenue $ 265 $ 247 $ 228 7% 8% 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 Operating income $ 52 $ 46 $ 50 13% (8)% 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.
(d) Non-media expenses for the years ended December 31, 2023 and 2022 include $1 million and $7 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation. (e) Represents the activity prior to the Reorganization on June 1, 2023.
(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.
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, 2024, 2023, and 2022 (in millions): Percent Change Increase / (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Revenue: Media revenues (a) $ 33 $ 28 $ 51 18% (45)% Non-media revenues (b) $ 43 $ 34 $ 44 26% (23)% Operating Expenses: Media expenses (c) $ 21 $ 35 $ 73 (40)% (52)% Non-media expenses (d) $ 48 $ 39 $ 36 23% 8% (Gain) loss on asset dispositions and other, net of impairments $ (2) $ 18 $ (12) n/m n/m Operating income (loss) $ 4 $ (44) $ (9) n/m n/m Income from equity method investments $ 121 $ 31 $ 46 n/m (33)% n/m — not meaningful (a) Media revenues for the years ended December 31, 2024, 2023, and 2022 include $13 million, $8 million, and $12 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
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 Change Increase / (Decrease) 2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23 Revenue: Media revenue (a) $ 135 $ 33 $ 28 n/m 18% Non-media revenue (b) $ 31 $ 43 $ 34 (28)% 26% Operating Expenses: Media expenses (c) $ 109 $ 21 $ 35 n/m (40)% Non-media expenses (d) $ 43 $ 48 $ 39 (10)% 23% (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.
(c) Media expenses for the years ended December 31, 2023 and 2022 include $1 million and $11 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are 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.
Years Ended December 31, 2024 2023 2022 Media revenues $ 3,254 $ 2,968 $ 3,894 Non-media revenues — 10 34 Total revenues 3,254 2,978 3,928 Media programming and production expenses 1,536 1,543 1,942 Media selling, general and administrative expenses 742 719 812 Depreciation and amortization expenses 231 252 321 Amortization of program costs 74 80 90 Non-media expenses 8 24 44 Corporate general and administrative expenses 123 654 160 Loss (gain) on deconsolidation of subsidiary — 10 (3,357) Gain on asset dispositions and other, net of impairment (18) (2) (64) Operating income (loss) $ 558 $ (302) $ 3,980 Net income (loss) attributable to SBG $ 229 $ (257) $ 2,652 A discussion regarding SBG’s financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.
Years Ended December 31, 2025 2024 2023 Media revenue $ 2,774 $ 3,254 $ 2,968 Non-media revenue — — 10 Total revenue 2,774 3,254 2,978 Media programming and production expenses 1,526 1,536 1,543 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) Operating income (loss) $ 163 $ 558 $ (302) 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.
(b) Non-media revenues for the years ended December 31, 2024, 2023, and 2022 include $6 million, $6 million, and $10 million, respectively, of intercompany revenues 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.
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.
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.
As of December 31, 2024 the unrestricted subsidiaries (as defined in the Bank Credit Agreement, “Unrestricted Subsidiaries”) represented 0% of SBG’s total assets. For the year ended December 31, 2024 the Unrestricted Subsidiaries represented 0% of SBG’s total revenues and (1%) of SBG’s total operating income (loss).
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%.
Years Ended December 31, 2024 2023 2022 Media revenues $ 3,511 $ 3,106 $ 3,894 Non-media revenues 37 28 34 Total revenues 3,548 3,134 3,928 Media programming and production expenses 1,661 1,611 1,942 Media selling, general and administrative expenses 794 747 812 Depreciation and amortization expenses 250 271 321 Amortization of program costs 74 80 90 Non-media expenses 53 49 44 Corporate general and administrative expenses 185 694 160 Loss (gain) on deconsolidation of subsidiary — 10 (3,357) (Gain) loss on asset dispositions and other, net of impairment (20) 3 (64) Operating income (loss) $ 551 $ (331) $ 3,980 Net income (loss) attributable to Sinclair $ 310 $ (291) $ 2,652 A discussion regarding our financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.
Years Ended December 31, 2025 2024 2023 Media revenue $ 3,142 $ 3,511 $ 3,106 Non-media revenue 27 37 28 Total revenue 3,169 3,548 3,134 Media programming and production expenses 1,653 1,661 1,611 Media selling, general and administrative expenses 806 794 747 Depreciation and amortization expenses 249 250 271 Amortization of program costs 74 74 80 Non-media expenses 48 53 49 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 Operating income (loss) $ 173 $ 551 $ (331) 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.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements , we generate advertising revenue primarily from the sale of advertising spots/impressions on our broadcast television, digital platforms, and, prior to the Deconsolidation, the RSNs.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated 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.
(b) Non-media revenues for the years ended December 31, 2023 and 2022 include $1 million and $10 million, respectively, of intercompany revenues 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, 2023 includes $1 million of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.
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.
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 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 and options to acquire common equity in the business. These financial instruments are measured each period at fair value.
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.
The fair value of the warrants are primarily derived from the trading pric e of the underlying common stock and the exercise price of the warrants. The determination of the fair value of these financial instruments requires the Company to exercise judgment. Income Tax. As discussed in Income Taxes under Note 1.
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.
As of December 31, 2024 and for the year ended December 31, 2024 there were no restricted subsidiaries that were non-guarantors (as defined in the Bank Credit Agreement) of SBG. 61 Table of Contents SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS 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 years ended December 31, 2023 and 2022 (in millions): Percent Change Increase / (Decrease) 2023 2022 ‘23 vs.‘22 Revenue: (e) Distribution revenue $ 76 $ 179 (58)% Core advertising revenue 29 74 (61)% Other media revenues 3 15 (80)% Media revenues (a) $ 108 $ 268 (60)% Non-media revenues (b) $ 11 $ 44 (75)% Operating Expenses: Media expenses (c) $ 86 $ 217 (60)% Non-media expenses (d) $ 10 $ 36 (72)% Loss (gain) on asset dispositions and other, net of impairments $ 13 $ (12) n/m Operating income $ — $ 43 n/m Income from equity method investments $ 31 $ 46 (33)% n/m — not meaningful (a) Media revenues for the years ended December 31, 2023 and 2022 include $3 million and $12 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
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). 58 Table of Contents SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS 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): For the Period January 1, 2023 to May 31, 2023 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.
The following table sets forth our affiliate percentages of advertising revenue for the years ended December 31, 2024, 2023, and 2022: # of Percent of Advertising Revenue Channels 2024 2023 2022 ABC 40 27% 29% 28% FOX 55 23% 24% 22% CBS 30 20% 20% 19% NBC 24 16% 12% 17% CW 47 4% 5% 5% MNT 39 3% 4% 3% Other 406 7% 6% 6% Total 641 Other media revenue.
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 Channels 2025 2024 2023 ABC 37 29% 27% 29% FOX 53 23% 23% 24% CBS 29 19% 20% 20% NBC 24 13% 16% 12% CW 44 4% 4% 5% MNT 39 3% 3% 4% Other 430 9% 7% 6% Total 656 Expenses Media programming and production expenses.
RESULTS OF OPERATIONS Corporate and Unallocated Expenses The following table presents our corporate and unallocated expenses for the years ended December 31, 2024, 2023, and 2022 (in millions): Percent Change Increase/ (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Corporate general and administrative expenses $ 185 $ 694 $ 160 (73)% n/m Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m Income tax (provision) benefit $ (76) $ 358 $ (913) n/m n/m n/m — not meaningful Corporate general and administrative expenses .
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 Change Increase/ (Decrease) 2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23 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.
The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased $509 million in 2024, when compared to the same period in 2023, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 12.
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.
Political advertising revenue increased $361 million in 2024, when compared to the same period in 2023, primarily due to 2024 being a presidential political year, compared to 2023 which was an off-year election cycle, and therefore only had a small number of political races and correspondingly less political advertising spend. 56 Table of Contents SINCLAIR, INC.
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.
As of December 31, 2024, Sinclair’s consolidated balance sheet included $2,082 million and $150 million of goodwill and indefinite-lived intangible assets, respectively, and SBG’s consolidated balance sheet included $2,016 million and $123 million of goodwill and indefinite-lived intangible assets, respectively.
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.
In February 2025, Sinclair declared a quarterly cash dividend of $0.25 per share. • In February 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 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.
Corporate and Unallocated Expenses The following table presents SBG’s corporate and unallocated expenses for the years ended December 31, 2024, 2023, and 2022 (in millions): Percent Change Increase/ (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Corporate general and administrative expenses $ 123 $ 654 $ 160 (81)% n/m Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m Income tax (provision) benefit $ (60) $ 359 $ (913) n/m n/m n/m — not meaningful Corporate general and administrative expenses .
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 Change Increase/ (Decrease) 2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23 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.
Distribution revenue, which represents fees earned from Distributors for our broadcast signals, increased $52 million or 4% in 2024, when compared to the same period in 2023. Contractual rate increases favorably impacted period-over-period distribution revenue by high-teen percentages for the year ended December 31, 2024.
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.
Media selling, general and administrative expenses increased $12 million in 2024, when compared to the same period in 2023, primarily due to an increase in expenses related to certain services provided by the local media segment, which is eliminated in consolidation, and employee compensation cost. 58 Table of Contents SINCLAIR, INC. RESULTS OF OPERATIONS Corporate 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.
The increase in distribution revenue was offset by a decrease in subscribers by low single-digit percentages for 2024. Core advertising revenue. Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming .
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 decreased $40 million in 2024, when compared to the same period in 2023, with no particular product/services category dominating the variance and was primarily a result of the political crowd out effect. Political advertising revenue.
Core advertising 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.
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.
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.
Non-media expenses increased $9 million during 2024, when compared to the same period in 2023, primarily due to an increase in expenses related to our technical services business and an increase in expenses associated with higher broadcast equipment sales. (Gain) loss on asset dispositions and other, net of impairments .
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.
On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, Sinclair’s and SBG’s equity interest in DSG was terminated. • In December 2024, Sinclair acquired SK Telecom's stake in CAST.ERA, previously a joint venture with the leading mobile operator in South Korea, to develop wireless, cloud infrastructure and artificial intelligence technologies related to NextGen Broadcasting. 50 Table of Contents 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.
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.
Core advertising revenue increased $2 million in 2024, when compared to the same period in 2023, primarily due to a shift in the 2024 tournament calendar compared to the 2023 tournament calendar. Expenses Media programming and production expenses.
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.
As of December 31, 2024, we had a net deferred tax liability of $335 million as compared to a net deferred tax liability of $252 million as of December 31, 2023. The increase in net deferred tax liability primarily relates to changes in tax basis of our investment in DSIH.
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”).
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets decreased $12 million during 2024, when compared to the same period in 2023, primarily due to assets retired during 2024. 57 Table of Contents SINCLAIR, INC. RESULTS OF OPERATIONS Interest expense including amortization of debt discount and deferred financing costs.
Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated 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. 54 Table of Contents SINCLAIR, INC.
As of December 31, 2024, we had $15 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate. As of December 31, 2023, we had $14 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate.
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.
Revenue Distribution revenue. Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, increased $14 million or 7% in 2024, when compared to the same period in 2023. Contractual rate increases favorably impacted period-over-period distribution revenue by low double-digit percentages for the year ended December 31, 2024.
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.
Income from equity method investments increased $90 million during 2024, when compared to the same period in 2023, primarily due to the sale of one of our investments for $93 million, which is included in income from equity method investments in our consolidated statements of operations. 59 Table of Contents SINCLAIR, INC.
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. 56 Table of Contents SINCLAIR, INC.
Non-media expenses decreased $6 million during 2024, when compared to the same period in 2023, primarily related to a decrease in expenses associated with our broadcast technology related initiatives. Depreciation and amortization expenses.
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.
For the year ended December 31, 2024, we recognized a $26 million gain related to the sale of certain broadcast related assets and $12 million in interest income.
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.
Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, most notably the previously disclosed $495 million DSG litigation settlement. Income tax (provision) benefit. The 2024 income tax provision for our pre-tax income of $395 million resulted in an effective tax rate of 19.1%.
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%.
Other media revenue increased $15 million in 2024, when compared to the same period in 2023, primarily due to an increase related to providing certain services under management service agreements. Expenses Media programming and production expenses.
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. 53 Table of Contents SINCLAIR, INC.
Murrow awards and 37 regional and one national Emmy awards. • 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.
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.
For the year ended December 31, 2023, we repurchased $64 million in aggregate principal across multiple tranches of debt and recognized a gain on extinguishment of approximately $15 million. See Bank Credit Agreement and STG Notes under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements . Other income, 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’s Consolidated Financial Statements.
SBG provides certain non-programming related sales, operational, and administrative services to these stations pursuant to a service agreement, such as a JSA and SSA. • 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.
Murrow awards, 55 regional Emmy awards, and four National Headliner Awards. 46 Table of Contents 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.
Media selling, general and administrative expenses increased $48 million during 2024, when compared to the same period in 2023, primarily due to a $20 million increase in national sale commissions due to an increase in national advertising sales, a $14 million increase in third-party fulfillment costs from our digital business as a result of increased digital revenues, a $5 million increase in payment processing fees due to an increase in advertising revenue, a $3 million increase in employee compensation cost, and a $2 million increase in trade related 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.
The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased $531 million in 2024, when compared to the same period in 2023, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 11.
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.
Media programming and production expenses increased $10 million in 2024, when compared to the same period in 2023, primarily due to an increase in costs associated with the build-out, launch and marketing of the DTC platform. Media selling, general and administrative expenses.
Media programming and production expenses remained flat in 2025, when compared to the same period in 2024. 55 Table of Contents SINCLAIR, INC. RESULTS OF OPERATIONS Media selling, general and administrative expenses.
Financing, Capital Allocation, and Shareholder Returns • In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2, due September 30, 2026, for consideration of $25 million and during the first quarter of 2024 we repaid $34 million across all tranches of the Term Loan B in scheduled principal payments. • For the year ended December 31, 2024, Sinclair paid dividends of $1.00 per share.
Financing, Capital Allocation, and Shareholder Returns • For the year ended December 31, 2025, Sinclair paid dividends of $1.00 per share.
The 2023 income tax benefit for our pre-tax loss of $637 million resulted in an effective tax rate of 56.3%. The decrease in the effective tax rate from 2023 to 2024 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).
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.
Over 1,300 employees volunteered a total of more than 3,700 hours that day. • In June 2024, Sinclair partnered with Feeding America to coordinate Sinclair Cares: Summer Hunger Relief, an awareness and fundraising campaign to help provide meals to children and families across the U.S. in the summer. • In July 2024, Sinclair awarded scholarships to 12 university students as a part of its annual Diversity Scholarship program. 49 Table of Contents • In October 2024, Sinclair ran Sinclair Cares: Hurricane Helene Relief, a fundraising partnership with the Salvation Army and The United Way to assist with humanitarian relief efforts on the ground in Western North Carolina, South Carolina, Georgia, Florida, Virginia, and Tennessee in the aftermath of Hurricanes Helene and Milton.
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.
Media revenues increased $5 million during 2024, when compared to the same period in 2023, primarily due to an increase in advertising revenue related to our digital initiatives of $10 million, offset by a decrease in revenue due the sale of the Stadium Network (“Stadium”) of $4 million.
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 under Note 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements .
Removed
Business in this Annual Report on Form 10-K. 48 Table of Contents Summary of Significant Events Content and Distribution • In January 2024, Sinclair announced a comprehensive multi-year distribution agreement with Verizon for carriage on FiOS TV, covering Tennis Channel and SBG’s local television stations in 10 markets. • In January 2024, Sinclair renewed its distribution agreement with the National Content & Technology Cooperative (“NCTC”) that allows NCTC’s member companies to opt into a multi-year retransmission consent agreement for SBG’s owned and operated stations and includes an agreement for Tennis Channel. • In January 2024, SBG and FOX Corporation reached an agreement for a multi-year renewal of all FOX affiliations in SBG markets, including where SBG provides sales and other services under JSAs or MSAs. • In March 2024, Sinclair reached a comprehensive, multiyear distribution agreement with Charter Communications, Inc. for continued carriage of Tennis Channel and SBG’s owned local broadcast stations. • In May 2024, Sinclair reached a comprehensive, multiyear distribution agreement with Cox Communications, Inc. for continued carriage of Tennis Channel and SBG’s owned local broadcast stations. • In August and September 2024, Sinclair expanded its podcast division, launching a new slate of sports programming featuring top athletes, coaches, and experts including “The Triple Option,” hosted by Urban Meyer, Mark Ingram II, and Rob Stone and “Throwbacks” with Matt Leinart and Jerry Ferrara. • In the third quarter 2024, Sinclair entered into a multi-year renewal with Altice USA for continued carriage of SBG’s broadcast stations and Tennis Channel on Altice’s Optimum and Suddenlink owned systems. • In the third quarter 2024, Sinclair entered into a multi-year renewal with DIRECTV for continued carriage of SBG’s broadcast stations and Tennis Channel across DIRECTV, DIRECTV Stream, and U-verse. • In October 2024, SBG launched the Rip City Television Network, a network of SBG affiliates throughout the Pacific Northwest to serve as the new television home of Trail Blazers starting with the 2024-25 season. • In October 2024, Sinclair announced the launch of a soccer-focused podcast, “Unfiltered Soccer with Landon and Tim,” featuring former U.S. soccer stars Landon Donovan and Tim Howard. • In November 2024, Tennis Channel introduced a direct-to-consumer streaming service that merges its flagship 24-hour network with extensive live and on-demand multicourt coverage. • In the fourth quarter 2024, Sinclair finalized a renewal with DISH Network (“DISH”), for the continued multi-year carriage of SBG’s broadcast television stations and Tennis Channel on DISH’s direct broadcast satellite system. • In January 2025, SBG 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.
Added
Business in this Annual Report on Form 10-K. 45 Table of Contents 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.
Removed
Corporate Social Responsibility Practices • In March 2024, Sinclair launched Sinclair Cares: Supporting Children’s Literacy, a partnership with Reading Is Fundamental, the nation’s leading children’s literacy nonprofit, to create awareness around children’s literacy challenges and help get books into the hands of children across the U.S. through a virtual book drive. • In April 2024, WBFF FOX 45, Baltimore’s #1 ranked news outlet, and the David D.
Added
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

123 edited+33 added−54 removed164 unchanged
Biggest changeSatellite Carriage The Satellite Home Viewer Act, as extended by The Satellite Home Viewer Improvement Act of 1999, the Satellite Home Viewer Extension and Reauthorization Act, the Satellite Television Extension and Localism Act of 2010 and the Satellite Television Extension and Localism Act Reauthorization Act of 2014 (“STELAR”) among other things, (i) allows satellite carriers to provide local television signals by satellite within a station market, and requires them to carry all local signals that asserted carriage rights in any market where they carry any local signals, (ii) requires all television stations to elect to exercise certain “must-carry” or “retransmission consent” rights in connection with their carriage by satellite carriers, and (iii) authorizes satellite delivery of distant network signals, significantly viewed signals and local low-power television station signals into local markets under defined circumstances.
Biggest changeThe DOJ takes the position that an LMA or other outsourcing agreement entered into in anticipation of a station’s acquisition with the proposed buyer of the station constitutes a change in beneficial ownership of the station which, if subject to filing under the Hart-Scott-Rodino Antitrust Improvements Act, cannot be implemented until the waiting period required by that statute has ended or been terminated. 17 Table of Contents Satellite Carriage The Satellite Home Viewer Act, as extended by The Satellite Home Viewer Improvement Act of 1999, the Satellite Home Viewer Extension and Reauthorization Act, the Satellite Television Extension and Localism Act of 2010 and the Satellite Television Extension and Localism Act Reauthorization Act of 2014 (“STELAR”) among other things, (i) allows satellite carriers to provide local television signals by satellite within a station market, and requires them to carry all local signals that asserted carriage rights in any market where they carry any local signals, (ii) requires all television stations to elect to exercise certain “must-carry” or “retransmission consent” rights in connection with their carriage by satellite carriers, and (iii) authorizes satellite delivery of distant network signals, significantly viewed signals and local low-power television station signals into local markets under defined circumstances.
Our stations’ and networks’ ability to successfully compete with other television stations and cable networks for distribution may be hampered because the Distributors, through which distribution is sought, may be affiliated with other television stations, broadcast networks, or cable networks.
Our stations’ and networks’ ability to successfully compete for distribution may be hampered because the Distributors, through which distribution is sought, may be affiliated with other television stations, broadcast networks, or cable networks.
In May 2020, the FCC revised its good faith negotiation rules to specify that certain small MVPDs can meet the obligation to negotiate in good faith by negotiating with a large station group through a qualified MVPD buying group and that large station groups have an obligation to negotiate in good faith with such MVPD buying groups.
In May 2020, the FCC revised its good faith negotiation rules to specify that certain small MVPDs can meet the obligation to negotiate in good faith by negotiating with a large station group through a qualified MVPD buying group and that large station groups have an obligation to negotiate in good faith with such MVPD buying groups.
We have pursued and intend to selectively continue to pursue divestitures, acquisitions and investments, which may include, mergers, station swaps and joint ventures, subject to market conditions, our liquidity, and the availability of attractive acquisition and investment candidates, with the goal of enhancing or expanding our existing business and to acquire and develop new products and services.
We have pursued and intend to selectively continue to pursue acquisitions and investments, which may include, mergers, station swaps and joint ventures, subject to market conditions, our liquidity, and the availability of attractive acquisition and investment candidates, with the goal of enhancing or expanding our existing business and to acquire and develop new products and services.
There can be no assurance that our advertising revenue will not be volatile in the future or that such volatility will not have an adverse impact on our business, financial condition, or results of operations. We internally originate and purchase programming in advance based on expectations about future revenues. Actual revenues may be lower than our expectations.
There can be no assurance that our advertising revenue will not be volatile in the future or that such volatility will not have an adverse impact on our business, financial condition, or results of operations. We internally originate and purchase programming in advance based on expectations about future revenue. Actual revenue may be lower than our expectations.
Product development is a costly, complex and time-consuming process, and the investment in product development often involves a long wait until a return, if any, is achieved on such investment. We continue to make significant investments in research and development relating to our technologies and products. Investments in new technology and processes are inherently speculative.
Product development is a costly, complex and time-consuming process, and the investment in product development often involves a long wait until a return, if any, is achieved on such investment. We continue to make significant investments in research and development relating to our technologies and products. Investments in new technologies and processes are inherently speculative.
As distribution agreements expire, we may not be able to renegotiate such agreements at terms comparable to or more favorable than our current agreements. This may cause revenues and/or revenue growth from our distribution agreements to decrease under the renegotiated terms despite the fact that our current distribution agreements include automatic annual fee escalators.
As distribution agreements expire, we may not be able to renegotiate such agreements at terms comparable to or more favorable than our current agreements. This may cause revenue and/or revenue growth from our distribution agreements to decrease under the renegotiated terms despite the fact that our current distribution agreements include automatic annual fee escalators.
While we maintain insurance to cover losses related to cybersecurity risks and business interruption, such policies, as was the case with respect to the October 2021 cybersecurity incident, may not be sufficient to cover all losses of this incident or any future incidents.
While we maintain insurance to cover losses related to cybersecurity risks and business interruption, such policies, as was the case with respect to the 2021 cybersecurity incident, may not be sufficient to cover all losses of this incident or any future incidents.
Competitors who target programming to such sharply defined markets may gain an advantage over us for television advertising revenues. The decreased cost of creating channels may also encourage new competitors to enter our markets and compete with us for advertising revenue.
Competitors who target programming to such sharply defined markets may gain an advantage over us for television advertising revenue. The decreased cost of creating channels may also encourage new competitors to enter our markets and compete with us for advertising revenue.
Advertising rates are based upon factors which include the size of the market in which the stations operate; a program’s popularity among the viewers that an advertiser wishes to attract; the number of advertisers competing for the available time; the demographic makeup of the market served by the stations; the availability of alternative advertising media in the DMA; the aggressiveness and knowledge of the sales forces in the market to call on and understand their client’s need; and development of projects, features, and programs that tie advertiser messages to programming.
Advertising rates are based upon factors which include the size of the local market in which the stations operate; a program’s popularity among the viewers that an advertiser wishes to attract; the number of advertisers competing for the available time; the demographic makeup of the local market served by the stations; the availability of alternative advertising media in the local market; the aggressiveness and knowledge of the sales forces in the local market to call on and understand their client’s need; and development of projects, features, and programs that tie advertiser messages to programming.
Those Distributors may place their affiliated television station or cable network on a more desirable tier, thereby giving the affiliated television station or cable network a competitive advantage over our stations' and networks’ own programming.
Those Distributors may place their affiliated television station or cable network on a more desirable service tier, thereby giving the affiliated television station or cable network a competitive advantage over our stations' and networks’ own programming.
Advertising revenues can be significantly impacted by new technologies, since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in, and difficulties related to, the employed statistical sampling methods, new distribution platforms and viewing technologies (such as digital recording and time-skipping technologies), and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.
Advertising revenue can be significantly impacted by new technologies, since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in, and difficulties related to, the employed statistical sampling methods, new distribution platforms and viewing technologies (such as digital recording and time-skipping technologies), and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.
Other Pending Matters Congress and the FCC have under consideration, and in the future may consider and adopt, new laws, regulations, and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership, and profitability of our broadcast stations, result in the loss of audience share and advertising revenues for our broadcast stations, and affect our ability to acquire additional broadcast stations or finance such acquisitions.
Other Pending Matters Congress and the FCC have under consideration, and in the future may consider and adopt, new laws, regulations, and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership, and profitability of our broadcast stations, result in the loss of audience share and advertising revenue for our broadcast stations, and affect our ability to acquire additional broadcast stations or finance such acquisitions.
Although we generally purchase programming content from others rather than produce such content ourselves, our program suppliers engage the services of writers, directors, actors and on-air and other talent, trade employees, and others, some of whom are subject to these collective bargaining agreements. Approximately 580 of our employees and freelance employees are represented by labor unions under collective bargaining agreements.
Although we generally purchase programming content from others rather than produce such content ourselves, our program suppliers engage the services of writers, directors, actors and on-air and other talent, trade employees, and others, some of whom are subject to these collective bargaining agreements. Approximately 550 of our employees and freelance employees are represented by labor unions under collective bargaining agreements.
We recently implemented a solution to process utility bills which will gather and track energy consumption and measure this portion of our carbon footprint.
We implemented a solution to process utility bills which will gather and track energy consumption and measure this portion of our carbon footprint.
In addition to traditional measurement currencies, we also measure and monetize our campaign reach and frequency on and across digital platforms based on other third-party data using a variety of methods including the number of impressions served and demographics. These variations and changes could have a significant negative effect on advertising revenues.
In addition to traditional measurement currencies, we also measure and monetize our campaign reach and frequency on and across digital platforms based on other third-party data using a variety of methods including the number of impressions served and demographics. These variations and changes could have a significant negative effect on advertising revenue.
If a particular network or program is not popular in relation to its costs, we may not be able to sell enough advertising time to cover the cost. Any of these factors could reduce our revenues or otherwise cause our costs to escalate relative to revenues and are likewise exacerbated during a weak advertising market.
If a particular network or program is not popular in relation to its costs, we may not be able to sell enough advertising time to cover the cost. Any of these factors could reduce our revenue or otherwise cause our costs to escalate relative to revenue and are likewise exacerbated during a weak advertising market.
Our ability to sell advertising time depends on: • the levels of automotive and services advertising, which historically have represented a large portion of our advertising revenue; • the levels of political advertising, which are significantly higher in even-number years and elevated further every four years related to the state, congressional, and presidential election cycles (as was the case in 2024), historically have represented a large portion of our advertising revenue; for the year ended December 31, 2024 (a political year), political advertising represented 26% of local media segment advertising revenue, and for the year ended December 31, 2023 (a non-political year), political advertising represented 4% of local media segment advertising revenue; • the levels of political advertising and volume of ballot issues, which are affected by political beliefs, public opinion, campaign finance laws, and the ability of political candidates and political action committees to raise and spend funds which are subject to seasonal fluctuations; • the health of the economy in the areas where our television stations are located and in the nation as a whole; • the popularity of our programming and that of our competition; • the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter; • the effects of new rating methodologies; • changes in the makeup of the population in the areas where our stations are located; • the financial health of our underlying advertisers’ businesses and demand for their products; • the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, Distributors, internet and broadband content providers and other print, outdoor, social media, and media outlets serving in the same markets; • OTT, DTC, and other emerging technologies and their potential impact on cord-cutting; • the impact of Distributors and OTT distributors offering “skinny” programming or sports bundles that may not include all programming of television broadcast stations and/or cable channels, such as Tennis; • changes in pricing and sellout levels; • the financial health of our underlying customers’ that we provide management services to; • the effectiveness of our salespeople; and • other factors that may be beyond our control.
Our ability to sell advertising time depends on: • the levels of automotive and services advertising, which historically have represented a large portion of our advertising revenue; • the levels of political advertising, which are significantly higher in even-numbered years and elevated further every four years related to the state, congressional, and presidential election cycles (as was the case in 2024), historically have represented a large portion of our advertising revenue; for the year ended December 31, 2025 (a non-political year), political advertising represented 3% of local media segment advertising revenue, and for the year ended 31 Table of Contents December 31, 2024 (a political year), political advertising represented 26% of local media segment advertising revenue; • the levels of political advertising and volume of ballot issues, which are affected by political beliefs, public opinion, campaign finance laws, and the ability of political candidates and political action committees to raise and spend funds which are subject to seasonal fluctuations; • the health of the economy in the areas where our television stations are located and in the nation as a whole; • the popularity of our programming and that of our competition; • the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter; • the effects of new rating methodologies; • changes in the makeup of the population in the areas where our stations are located; • the financial health of our underlying advertisers’ businesses and demand for their products; • the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, Distributors, internet and broadband content providers and other print, outdoor, social media, and media outlets serving in the same markets; • OTT, DTC, and other emerging technologies and their potential impact on cord-cutting; • the impact of Distributors and OTT distributors offering “skinny” programming or sports bundles that may not include all programming of television broadcast stations and/or cable channels, such as Tennis; • changes in pricing and sellout levels; • the financial health of our underlying customers’ that we provide management services to; • the effectiveness of our salespeople; and • other factors that may be beyond our control.
In addition, the Smiths hold four of the Board’s seats and, therefore, have the power to exert significant influence over our corporate management and policies. The Smiths have entered into a stockholders’ agreement pursuant to which they have agreed to vote for each other as candidates for election to the Board until December 31, 2025.
In addition, the Smiths hold four of the Board’s seats and, therefore, have the power to exert significant influence over our corporate management and policies. The Smiths have entered into a stockholders’ agreement pursuant to which they have agreed to vote for each other as candidates for election to the Board until December 31, 2036.
The non-renewal or termination of any of our network affiliation agreements would prevent us from being able to carry programming of the relevant network. This loss of programming would require us to obtain replacement programming, which may involve higher costs and which may not be as attractive to our target audiences, resulting in reduced revenues.
The non-renewal or termination of any of our network affiliation agreements would prevent us from being able to carry programming of the relevant network. This loss of programming would require us to obtain replacement programming, which may involve higher costs and which may not be as attractive to our target audiences, resulting in reduced revenue.
Pandemics, such as the COVID-19 pandemic, and public health emergencies have affected and may, in the future, adversely affect our businesses. We experienced adverse business impacts relating to advertising sales, the suspension of content production, delays in the creation and availability of our programming, and other negative effects on our business during the COVID-19 pandemic.
Pandemics and public health emergencies have affected and may, in the future, adversely affect our businesses. We experienced adverse business impacts relating to advertising sales, the suspension of content production, delays in the creation and availability of our programming, and other negative effects on our business during the COVID-19 pandemic.
Acquisitions and investments involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities, and we may not be able to successfully implement effective cost controls, achieve expected synergies, or increase revenues as a result of an acquisition or investment.
Acquisitions and investments involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities, and we may not be able to successfully implement effective cost controls, achieve expected synergies, or increase revenue as a result of an acquisition or investment.
Business for a detailed listing of our stations and channels as of December 31, 2024. As network affiliation agreements come up for renewal, we (or licensees of the stations we provide programming and/or sales services to), may not be able to negotiate terms comparable to or more favorable than our current agreements.
Business for a detailed listing of our stations and channels as of December 31, 2025. As network affiliation agreements come up for renewal, we (or licensees of the stations we provide programming and/or sales services to), may not be able to negotiate terms comparable to or more favorable than our current agreements.
Our stations also broadcast certain professional sporting events, and our viewership may be adversely affected by player strikes or lockouts which could adversely affect our advertising revenues, results of operations and result in rebates to our Distributors for not meeting minimum event thresholds.
Our stations also broadcast certain professional sporting events, and our viewership may be adversely affected by player strikes or lockouts which could adversely affect our advertising revenue, results of operations and result in rebates to our Distributors for not meeting minimum event thresholds.
If we are required to terminate or modify our LMAs, JSAs and other outsourcing agreements, our business could be affected in the following ways: • Loss of revenues . If the FCC requires us to modify or terminate existing arrangements, we would lose some or all of the revenues generated from those arrangements.
If we are required to terminate or modify our LMAs, JSAs and other outsourcing agreements, our business could be affected in the following ways: • Loss of revenue . If the FCC requires us to modify or terminate existing arrangements, we would lose some or all of the revenue generated from those arrangements.
Approximately 580 employees are represented by labor unions under certain collective bargaining agreements. We support our employees by ensuring that we provide a fair, ethical, and safe workplace. • We take pride in our practices to ensure the safety, health, and well-being of our employees.
Approximately 550 employees are represented by labor unions under certain collective bargaining agreements. We support our employees by ensuring that we provide a fair, ethical, and safe workplace. • We take pride in our practices to ensure the safety, health, and well-being of our employees.
RISKS RELATING TO OUR OPERATIONS If the rate of decline in the number of subscribers to Distributor services increases or these subscribers shift to other services or bundles that do not include our stations or programming networks, there may be a material adverse effect on our revenues.
RISKS RELATING TO OUR OPERATIONS If the rate of decline in the number of subscribers to Distributor services increases or these subscribers shift to other services or bundles that do not include our stations or programming networks, there may be a material adverse effect on our revenue.
If the rate of decline in the number of Distributor service subscribers increases or if subscribers shift to OTT services or smaller bundles of programming that do not include our programming networks, this may have a material adverse effect on our revenues. If subscribers shift to DTC platforms, this may have a material adverse effect on our revenues.
If the rate of decline in the number of Distributor service subscribers increases or if subscribers shift to OTT services or smaller bundles of programming that do not include our programming networks, this may have a material adverse effect on our revenue. If subscribers shift to DTC platforms, this may have a material adverse effect on our revenue.
Despite our efforts and the efforts of our third-party vendors to ensure the integrity of our software, computers, systems and information, we may not be able to anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against all cyber threats, especially because the techniques used are increasingly sophisticated, including the use of artificial intelligence, change frequently, are complex, and are often not recognized until launched.
Despite our efforts and the efforts of our third-party vendors to ensure the integrity of our software, computers, systems and information, we may not 29 Table of Contents be able to anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against all cyber threats, especially because the techniques used are increasingly sophisticated, including the use of artificial intelligence, change frequently, are complex, and are often not recognized until launched.
We continue to execute our plans to strengthen our existing cybersecurity defenses and intend to make further investments in the upcoming year. We did not experience any material cybersecurity incidents during 2024. See Item 1C. Cybersecurity below for further discussion regarding our cybersecurity program.
We continue to execute our plans to strengthen our existing cybersecurity defenses and intend to make further investments in the upcoming year. We did not experience any material cybersecurity incidents during 2025. See Item 1C. Cybersecurity below for further discussion regarding our cybersecurity program.
Any of these factors could reduce our revenues or otherwise cause our costs to escalate relative to revenues. These factors are exacerbated during a weak advertising market. One of our stations’ most significant costs is network and syndicated programming.
Any of these factors could reduce our revenue or otherwise cause our costs to escalate relative to revenue. These factors are exacerbated during a weak advertising market. One of our stations’ most significant costs is network and syndicated programming.
In addition to our direct efforts to reduce our impact on the environment, we produce high quality news to increase our viewers’ general awareness of environmental issues and programs by providing them information on how they can participate in improving environmental sustainability. Governance Sinclair takes corporate governance and responsibilities to its stakeholders very seriously.
In addition to our direct efforts to reduce our impact on the environment, we produce high quality news to increase our viewers’ general awareness of environmental issues and programs by providing them information on how they can participate in improving environmental sustainability. 24 Table of Contents Governance Sinclair takes corporate governance and responsibilities to its stakeholders very seriously.
We also compete for viewers, listeners and advertisers with OTT and DTC, mobile media, radio, motion picture, home video, stadiums and arenas, podcasts, outdoor advertising and other sources of information and entertainment and advertising services.
We also compete for viewers, listeners and advertisers with connected televisions, OTT and DTC, mobile media, radio, motion picture, home video, stadiums and arenas, podcasts, outdoor advertising and other sources of information and entertainment and advertising services.
In addition, a replay of each of our quarterly earnings conference calls is available on our website until the subsequent quarter’s earnings call. The information contained on, or otherwise accessible through, our website is not a part of this Annual Report on Form 10-K and is not incorporated herein by reference. 26 Table of Contents ITEM 1A.
In addition, a replay of each of our quarterly earnings conference calls is available on our website until the subsequent quarter’s earnings call. The information contained on, or otherwise accessible through, our website is not a part of this Annual Report on Form 10-K and is not incorporated herein by reference. ITEM 1A.
Under these rules, unless the stations are directly or indirectly under common de jure control as permitted under the FCC regulations, a station may not delegate authority to negotiate or approve a retransmission consent agreement to a station located in the same market or to a third party that negotiates together with another television station in the same market, nor may stations in the same market facilitate or agree to facilitate coordinated negotiation of retransmission consent terms for their stations in that market, including through the sharing of information.
Under the FCC’s “good faith” negotiation rules, unless the stations are directly or indirectly under common de jure control as permitted under the FCC regulations, a station may not delegate authority to negotiate or approve a retransmission consent agreement to a station located in the same market or to a third party that negotiates together with another television station in the same market, nor may stations in the same market facilitate or agree to facilitate coordinated negotiation of retransmission consent terms for their stations in that market, including through the sharing of information.
Over the last seven years, Sinclair Cares has spearheaded the Company’s efforts, including fund-raising and blood donations during weather and climate catastrophes, and raising funds and awareness for important social causes.
Over the last eight years, Sinclair Cares has spearheaded the Company’s efforts, including fund-raising and blood donations during weather and climate catastrophes, and raising funds and awareness for important social causes.
The networks produce and distribute programming in exchange for each station’s commitment to air the programming at specified times and for commercial announcement time during programming and for cash fees. The amount and quality of programming provided by each network varies. See Television Markets and Stations within Item 1.
The networks produce and distribute programming in exchange for each station’s commitment to air the programming at specified times and for commercial announcement time during programming and for cash fees. The amount and quality of 32 Table of Contents programming provided by each network varies. See Television Markets and Stations within Item 1.
Additionally, broadcast networks putting programming content on their own DTC platforms may also hinder our stations’ and networks’ ability to successfully compete within the broadcast market.
Additionally, networks putting programming content on their own streaming platforms may also hinder our stations’ and networks’ ability to successfully compete within the broadcast market.
In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the 31 Table of Contents various U.S. states in which we operate, and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure.
In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the various U.S. states in which we operate, and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure.
Because we cannot easily switch our cloud computing operations to other third-party providers without significant costs, any disruption of or interference with our use of third-party cloud computing service providers could have a materially negative impact on our business and the results of our operations.
Because we cannot easily switch our cloud computing operations to other third-party 30 Table of Contents providers without significant costs, any disruption of, or interference with, our use of third-party cloud computing service providers could have a materially negative impact on our business and the results of our operations.
Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations. 37 Table of Contents We have limited experience in operating or investing in non-broadcast related businesses.
Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations. We have limited experience in operating or investing in non-broadcast related businesses.
Our management team may not successfully or effectively manage or operate our non-broadcast businesses and an increasing amount of their time may be devoted to these activities which would result in less time being devoted to the management and growth of our core business.
Our management team may not successfully or effectively manage or operate our 35 Table of Contents non-broadcast businesses and an increasing amount of their time may be devoted to these activities which would result in less time being devoted to the management and growth of our core business.
State and federal regulators, investors, consumers, and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) considerations. While we engage in various initiatives to help manage our corporate social responsibility profile and respond to stakeholder expectations, which continue to evolve, such initiatives can be costly and may not have the desired effect.
Until recently, state and federal regulators, investors, consumers, and other stakeholders were increasingly focused on environmental, social, and governance (“ESG”) considerations. While we engage in various initiatives to help manage our corporate social responsibility profile and respond to stakeholder expectations, which continue to evolve, such initiatives can be costly and may not have the desired effect.
The carriage of two network stations on the same cable system could result in a decline of viewership, adversely affecting the revenues of our owned or programmed stations.
The carriage of two network stations on the same cable system could result in a decline of viewership, adversely affecting the revenue of our owned or programmed stations.
The emerging measurement currencies generally undercount over-the-air viewing and Nielsen has not prioritized over-the-air enhancements. If measurement evolves in a 29 Table of Contents direction that is unfavorable to over-the-air viewing it could reduce the attractiveness of our audiences to advertisers.
The emerging measurement currencies generally undercount over-the-air viewing and Nielsen has not prioritized over-the-air enhancements. If measurement evolves in a direction that is unfavorable to over-the-air viewing it could reduce the attractiveness of our audiences to advertisers.
Human Capital Our success is driven by our most important asset - our employees. It is their hard work and dedication that enables us to be a trusted partner to our viewers and a valuable resource to our communities. As of December 31, 2024, we had approximately 7,200 employees, including part-time and temporary employees.
Human Capital Our success is driven by our most important asset - our employees. It is their hard work and dedication that enables us to be a trusted partner to our viewers and a valuable resource to our communities. As of December 31, 2025, we had approximately 7,100 employees, including part-time and temporary employees.
In addition, the impact of an increase in reverse network compensation payments, under which we compensate the network for programming pursuant to our affiliation agreements, may have a negative effect on our financial condition or results of operations. See Television Markets and Stations within Item 1.
In addition, the impact of an increase in reverse network compensation payments, under which we compensate the network for programming pursuant to our affiliation agreements, may have a negative effect on our financial condition or results of operations. See Television Markets and Stations within Item 1. Business for a listing of current expirations of our affiliation agreements.
As of December 31, 2024, the Smiths hold shares representing approximately 81.9% of our common stock voting rights and, therefore, control the outcome of most matters submitted to a vote of our stockholders, including, but not limited to, electing directors, adopting amendments to our certificate of incorporation, and approving corporate transactions.
As of December 31, 2025, the Smiths hold shares representing approximately 81.3% of our common stock voting rights and, therefore, control the outcome of most matters submitted to a vote of our stockholders, including, but not limited to, electing directors, adopting amendments to our certificate of incorporation, and approving corporate transactions.
We sponsor a program to match certain employee charitable cash donations in order to encourage our employees to make charitable contributions to support activities and efforts that are important to them, and, in 2024, we held our second annual Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes.
We sponsor a program to match certain employee charitable cash donations in order to encourage our employees to make charitable contributions to support activities and efforts that are important to them, and, in 2025, we held our third annual Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes.
Once one of our stations and networks obtains distribution, it competes for viewers not only with the other channels available through the Distributor, but also with over-the-air television, pay-per-view channels and video-on-demand channels, as well as online services, mobile services, radio, print, streaming services, and other sources of media and information, sporting events, and entertainment.
Once one of our stations and networks obtains distribution, it competes for viewers not only with the other channels available through the Distributor, but also with over-the-air television, pay-per-view channels and video-on-demand channels, as well as streaming platforms, social media content, online services, mobile services, radio, print, the internet, and other sources of media and information, sporting events, and gaming and entertainment.
Since 2017, we have installed 145 new, energy efficient television transmitters, which are typically 25% more energy efficient than the units that they replace and generate less waste heat, and are currently installing, or have plans to install, an additional 18 during 2025 and 2026.
Since 2017, we have installed 150 new, energy efficient television transmitters, which are typically 25% more energy efficient than the units that they replace and generate less waste heat, and are currently installing, or have plans to install, an additional 18 during 2026 and 2027.
W e remain committed to uncovering stories that demand deeper scrutiny and bringing impactful, underreported issues to the forefront. 24 Table of Contents We have steadfast dedication to providing content that alerts, protects, and empowers our audience. Distinctive, Disruptive, and Disciplined; these three simple words carry a great deal of weight as we meet the demands of today’s news consumer.
We remain committed to uncovering stories that demand deeper scrutiny and bringing impactful, underreported issues to the forefront. We have steadfast dedication to providing content that alerts, protects, and empowers our audience. Distinctive, Disruptive, and Disciplined; these three simple words carry a great deal of weight as we meet the demands of today’s news consumer.
Substantial use of these technologies could impact the attractiveness of the Company’s programming to advertisers and adversely affect our advertising revenues.
Substantial use of these technologies could impact the attractiveness of the Company’s programming to advertisers and adversely affect our advertising revenue.
If this happens, it could have an adverse effect on our business, financial condition and results of operations. 33 Table of Contents The production of internally originated programming requires a large up-front investment and the revenues derived from the airing of internally originated programming primarily depends upon its acceptance by the public, which is difficult to predict.
If this happens, it could have an adverse effect on our business, financial condition and results of operations. The production of internally originated programming requires a large up-front investment and the revenue derived from the airing of internally originated programming primarily depends upon its acceptance by the public, which is difficult to predict.
We are subject to such rules regardless of whether the programming is produced by us or by third parties. Violation of the indecency, children’s programming, closed captioning or sponsorship identification rules could potentially subject us to penalties, license revocation, or renewal or qualification proceedings. For example, as described under Litigation within FCC Matters under Note 12.
We are subject to such rules regardless of whether the programming is produced by us or by third parties. Violation of the indecency, children’s programming, closed captioning or sponsorship identification rules could potentially subject us to penalties, license revocation, or renewal or qualification proceedings. For example, as described under FCC Matters within Litigation, Claims, and Regulatory Matters under Note 11.
If certain of these arrangements are no longer permitted, we 36 Table of Contents would be forced to sell these assets, restructure our agreements or find another use for them.
If certain of these arrangements are no longer permitted, we would be forced to sell these assets, restructure our agreements or find another use for them.
In 2024, we again offered our employees the opportunity for additional time off through the Vacation Exchange Program.
In 2025, we again offered our employees the opportunity for additional time off through the Vacation Exchange Program.
Because we are near the 39% cap without application of the UHF discount, changes to the UHF discount or National Ownership Rule could limit our ability to acquire television stations in additional markets. As discussed in Local Television Ownership Rule under Ownership Matters under Federal Regulation of Television Broadcasting within Item 1.
Because we are near the 39% cap without application of the UHF discount, changes to the UHF discount or National Ownership Rule could limit our ability to acquire television stations in additional markets. As discussed in Local Marketing and Outsourcing Agreements under Federal Regulation of Television Broadcasting within Item 1.
WBFF’s “Project Baltimore,” which is now heading into its ninth year in 2025, has produced hundreds of stories chronicling the struggles and issues facing Maryland public schools and the students that attend those schools.
WBFF’s “Project Baltimore,” which is now heading into its tenth year in 2026, has produced hundreds of stories chronicling the struggles and issues facing Maryland public schools and the students that attend those schools.
Important to our success in each area of competition the station or network faces are the price the station or network charges for its carriage; the quantity, quality, and variety of programming offered; and the effectiveness of its marketing efforts.
Important to our success in each area of competition our stations or networks face are the price the station or network charges for its carriage; the quantity, quality, and variety of programming offered; and the effectiveness of our marketing efforts.
Local Marketing and Outsourcing Agreements Certain of our stations have entered into agreements with other stations in the same market, through which we provide programming and operating services pursuant to LMAs or provide sales services and other non-programming operating services pursuant to outsourcing agreements, such as JSAs and SSAs.
Local Marketing and Outsourcing Agreements Certain of our stations have entered into agreements with other stations in the same market, through which we provide programming and operating services pursuant to LMAs or provide sales and other operating services pursuant to outsourcing agreements, such as JSAs and SSAs. JSAs and SSAs are not currently attributable.
LMAs existing prior to November 5, 1996, which include all of our LMAs, are currently exempt from attribution until further FCC action. If the FCC were to eliminate the exemption for these LMAs, we would have to terminate or modify these LMAs. JSAs and SSAs currently are not attributable.
LMAs existing prior to November 5, 1996, which include all of our LMAs, are currently exempt from attribution until further FCC action. If the FCC were to eliminate the exemption for these LMAs, we would have to terminate or modify these LMAs.
In April 2024, we published our 2023 Corporate Social Responsibility report, detailing our achievements and underscoring our core strategies, which are the foundation of our corporate social responsibility commitments, including: • Identifying and implementing ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted; • Supporting employees by ensuring a fair, ethical, and safe workplace where our employees can grow, develop, and thrive; • Providing news consumers with access to a broad range of ideas and perspectives, both on-air and online, and connecting people with important, informational content, everywhere; and • Providing transparency, accountability, and diverse thinking that seeks to minimize risk, while ensuring all stakeholders understand the direction, performance, and financial stability of the organization.
Our core strategies, which are the foundation of our corporate social responsibility commitments, include: • Identifying and implementing ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted; • Supporting employees by ensuring a fair, ethical, and safe workplace where our employees can grow, develop, and thrive; • Providing news consumers with access to a broad range of ideas and perspectives, both on-air and online, and connecting people with important, informational content, everywhere; and • Providing transparency, accountability, and diverse thinking that seeks to minimize risk, while ensuring all stakeholders understand the direction, performance, and financial stability of the organization.
Item 1A. Risk Factors for further discussion of the risk related to the outcome of rules governing the UHF discount. 17 Table of Contents Local Television Ownership Rule .
Item 1A. Risk Factors for further discussion of the risk related to the outcome of rules governing the UHF discount. Local Television Ownership Rule .
We cannot predict the outcome or provide assurances as to the outcome of any future negotiations relating to our distribution agreements or what impact, if any, they may have on our financial condition and results of operations. See Television Markets and Stations within Item 1. Business for a listing of current expirations of our affiliation agreements.
We cannot predict the outcome or provide assurances as to the outcome of any future negotiations relating to our distribution agreements or what impact, if any, they may have on our financial condition and results of operations. See Television Markets and Stations within Item 1.
This proceeding is pending and we cannot predict when or how the FCC will resolve that rulemaking. 19 Table of Contents Digital Television FCC rules provide that television broadcast licensees may use their digital television (“DTV”) channels for a wide variety of services such as HD television, multiple standard definition television programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standard and further subject to the requirement that broadcasters pay a fee of 5% of gross revenues from any DTV ancillary or supplementary service for which there is a subscription fee or for which the licensee receives a fee from a third party.
Digital Television FCC rules provide that television broadcast licensees may use their digital television (“DTV”) channels for a wide variety of services such as HD television, multiple standard definition television programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standard and further subject to the requirement that broadcasters pay a fee of 5% of gross revenue from any DTV ancillary or supplementary service for which there is a subscription fee or for which the licensee receives a fee from a third party.
Business .) 35 Table of Contents The FCC’s multiple ownership rules and federal antitrust regulation may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets.
(See Item 1. Business .) The FCC’s multiple ownership rules and federal antitrust regulation may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may change our existing strategic approach to certain television markets.
There can be no assurance that future acquisitions and investments will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction. We face intense, wide-ranging competition for viewers and advertisers.
There can be no assurance that future acquisitions and investments will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction.
Changes in these rules may threaten our existing strategic approach to certain television markets.” under Item 1A. Risk Factors and Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap under Note 12. Commitments and Contingencies within the Consolidated Financial Statements for further discussion. Antitrust Regulation .
Changes in these rules may change our existing strategic approach to certain television markets.” under Item 1A. Risk Factors and Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap under Note 11. Commitments and Contingencies within Sinclair’s Consolidated Financial Statements and Note 10.
If the FCC requires us to modify or terminate existing arrangements before the terms of the arrangements expire, or under certain circumstances, we elect not to extend the terms of the arrangements, we may be forced to pay termination penalties under the terms of certain of our arrangements. Any such termination penalties could be material. • Alternative arrangements .
If the FCC requires us to modify or terminate existing arrangements before the terms of the arrangements expire, or under certain circumstances, we elect not to extend the terms of the 34 Table of Contents arrangements, we may be forced to pay termination penalties under the terms of certain of our arrangements.
The amounts paid under our sports licensing agreements could be negatively impacted by rising professional player salaries and collective bargaining agreements. Further, any changes in the existing labor laws, including the possible enactment of the Employee Free Choice Act, may further the realization of the foregoing risks.
The amounts paid under our sports licensing agreements could be negatively impacted by rising professional player salaries and collective bargaining agreements. Further, any changes in the existing labor laws and pro-union reforms may further the realization of the foregoing risks.
We also compete for programming which involves negotiating with national program distributors or syndicators that sell first-run and rerun packages of programming. Our stations and networks compete for access to those programs against in-market broadcast station competitors for syndicated products and with national cable networks.
We also compete for programming which involves negotiating with national program distributors or syndicators that sell first-run and rerun packages of programming. Our stations and networks compete for access to those programs against in-market broadcast stations, technology companies, streaming companies, cable companies and even the networks’ streaming platforms.
Commitments and Contingencies within the Consolidated Financial Statements. Failure of owner / licensee to exercise control The FCC requires the owner / licensee of a station to maintain independent control over the programming and operations of the station.
Failure of owner / licensee to exercise control The FCC requires the owner / licensee of a station to maintain independent control over the programming and operations of the station.
As discussed in Local Marketing and Outsourcing Agreements under Federal Regulation of Television Broadcasting within Item 1. Business certain of our stations have entered into outsourcing or joint sales agreements (“JSAs”) pursuant to which we may sell more than 15% of advertising time on a separately owned television station in the same market.
Business, certain of our stations have entered into outsourcing or joint sales agreements (“JSAs”) pursuant to which we may sell more than 15% of advertising time on a separately owned television station in the same market.
We have distributed nearly $400,000 in tuition assistance since 2013, with a goal to invest in the future of the broadcast industry and to help students from diverse backgrounds, who reflect our audiences nationwide, complete their education and pursue careers in broadcast journalism, digital storytelling, and marketing.
We have distributed more than $400,000 in tuition assistance since 2013, with a goal to invest in the future of the broadcast industry and help students complete their education and pursue careers in broadcast journalism, digital storytelling, and marketing.
As of December 31, 2021, we provide services under exempted LMAs to eight television stations owned by third parties. See Note 13. Variable Interest Entities within the Consolidated Financial Statements for further discussion of our LMAs which we consolidate as variable interest entities.
As of December 31, 2025, we provide services under exempted LMAs to five television stations owned by third parties. See Note 12. Variable Interest Entities within Sinclair’s Consolidated Financial Statements and Note 11. Variable Interest Entities within SBG’s Consolidated Financial Statements for further discussion of our LMAs which we consolidate as variable interest entities.
We depend on the appeal of our programming, which may be unpredictable, and increased programming costs or the loss of key entertainment and sports programming previously exclusively available to Distributor subscribers may have a material negative effect on our business and on our results of operations.
We depend on the appeal of our programming, which may be unpredictable, and increased programming costs or the loss of key entertainment and sports programming previously exclusively available to Distributor subscribers may have a material negative effect on our business and on our results of operations. 28 Table of Contents We depend in part upon viewer preferences and audience acceptance of the programming on our stations and networks.
We believe we compete favorably against other television stations and cable networks because of our management skill and experience, our ability historically to generate revenue share greater than our audience share, our network affiliations and program service arrangements, and our local program acceptance.
We believe we compete favorably against our competitors because of our management skill and experience, our ability historically to generate revenue share greater than our audience share, our network affiliations and program service arrangements, and our local program acceptance, especially our locally-produced news.
Over 1,300 employees volunteered a total of more than 3,700 hours that day to help out in their communities. Our Diversity Scholarship Fund provides support to college students demonstrating a promising future in the broadcast industry. In 2024, we awarded a total of $56,000 to 12 winning applicants from across the country.
Over 1,300 employees volunteered a total of more than 3,600 hours that day to help out in their communities. Our annual Sinclair scholarship provides support to college students demonstrating a promising future in the broadcast industry. In 2025, we awarded a total of $57,500 to 15 winning applicants from across the country.
We successfully implemented a battery recycling operation across our television station footprint in order to reduce the amount of waste moving to landfills. In conjunction with this, we have begun a company-wide transition to the use of rechargeable batteries for all studio operations at our stations.
We operate a battery recycling operation across our television station footprint in order to reduce the amount of waste moving to landfills and we are transitioning company-wide to the use of rechargeable batteries for all studio operations at our stations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe program addresses the corporate information technology environment, third-party service providers, and customer-facing products and applications. 43 Table of Contents The Company’s Chief Information Security Officer (“CISO”) is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board, the audit committee and disclosure committee.
Biggest changeOur Chief Information Security Officer (“CISO”) is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the cybersecurity committee and disclosure committee. Our CISO has over a decade of experience leading cybersecurity oversight, and others on our IT security team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional certification.
The internal business owners of the hosted applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls (“SOC”) 1 or SOC 2 report.
The internal business owners of the hosted applications are required to document user access reviews at least annually and provide a System and Organization Controls (“SOC”) 1 or SOC 2 report from the vendor.
At the management level, our IT security team identifies risks by regularly monitoring alerts, meeting to discuss threat levels, trends, and remediation, and immediately informing the CISO, whom leads the IT security team, upon the occurrence of any material event.
At the management level, our IT security team identifies risks by regularly monitoring alerts, meeting to discuss threat levels, trends, and remediation, and immediately informing the CISO, who leads the IT security team, upon the occurrence of any material event.
The Board oversees the Company’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. The CISO briefs the Board on the effectiveness of the Company’s cyber risk management program, typically on a quarterly basis.
The Board oversees our cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. The CISO briefs the cybersecurity committee on the effectiveness of the Company’s cyber risk management program, typically on a quarterly basis.
For more information about the cybersecurity risks we face and have experienced, see the risk factor entitled “ We have experienced a cyber security breach in the past and may be vulnerable to future security breaches, data privacy, and other information technology failures that could have a material adverse effect on our financial performance and operating results and disrupt our operations” within Item 1A- Risk Factors .
For more information about the cybersecurity risks we face and have experienced, see the risk factor entitled “ We have experienced a cyber-security breach in the past and may be vulnerable to future security breaches, data privacy, and other information technology failures that could have a material adverse effect on our financial performance and operating results and disrupt our operations” within Item 1A- Risk Factors . 41 Table of Contents
ITEM 1C. CYBERSECURITY Sinclair maintains a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within the Company’s enterprise risk management system and disclosure committee.
ITEM 1C. CYBERSECURITY We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within our enterprise risk management system and disclosure committee. The program addresses the corporate information technology environment, third-party service providers, and customer-facing products and applications.
Our CISO has over a decade of experience leading cybersecurity oversight, and others on our IT security team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional certification. We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.
We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.
In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with the use of third-party service providers. Our Internal Audit team conducts an annual review of third-party hosted applications with a specific focus on sensitive data shared with third parties.
We maintain cybersecurity insurance; however, coverage may be insufficient and may not cover all losses (including business interruption, reputational harm, regulatory penalties, or litigation). In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with the use of third-party service providers.
Removed
We utilize our Internal Audit team to assess the design and operating effectiveness of our internal controls, including those that relate to our IT security environment. Further, we maintain various cyber insurance policies and believe we are adequately covered in the event we experience a cybersecurity breach.
Added
Our IT security team conducts a review of third-party hosted applications including a focus on sensitive data shared with third parties, at least annually, but also upon entering into a new agreement that contains the use of a hosted application or if there is a significant change to such a contract.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeCommitments and Contingencies within the Sinclair’s Consolidated Financial Statements and Litigation under Note 11. Commitments and Contingencies within SBG’s Consolidated Financial Statements for discussion related to certain pending lawsuits. ITEM 4. MINE SAFETY DISCLOSURES None. 45 Table of Contents PART II
Biggest changeSee Litigation, Claims, and Regulatory Matters, under Note 1 1 . Commitments and Contingencies within Sinclair’s Consolidated Financial Statements and Litigation, Claims, and Regulatory Matters under Note 1 0 . Commitments and Contingencies within SBG’s Consolidated Financial Statements for discussion related to certain pending lawsuits. ITEM 4. MINE SAFETY DISCLOSURES None. 42 Table of Contents PART II
ITEM 3. LEGAL PROCEEDINGS We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. 44 Table of Contents See Litigation under Note 12.
ITEM 3. LEGAL PROCEEDINGS We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEXECUTIVE 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, and other original programming produced by us and our owned networks.
Biggest changeEXECUTIVE 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.
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 the Consolidated Financial Statements, including the accompanying notes to those statements.
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’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements, including the accompanying notes to those statements.
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 revenues 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.
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.
Stock-Based Compensation Plans within Sinclair’s Consolidated Financial Statements for discussion of our stock-based compensation plans. 46 Table of Contents Comparative Stock Performance The graph below matches Sinclair, Inc.’s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index and the NASDAQ Telecommunications index.
Stock-Based Compensation Plans within Sinclair’s Consolidated Financial Statements for discussion of our stock-based compensation plans. 43 Table of Contents Comparative Stock Performance The graph below matches Sinclair, Inc.’s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index and the NASDAQ Telecommunications index.
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 in the Consolidated Financial Statements and a summary of recent accounting pronouncements; Results of Operations — a summary of the components of Sinclair’s and SBG’s revenues by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair’s and SBG’s revenues and expenses for 2024, 2023, and 2022, including a comparison between 2024 and 2023; 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.
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’s Consolidated Financial Statements and SBG’s Consolidated 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.
As of December 31, 2024, 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 Bank Credit Agreement and the STG Notes. SBG and substantially all of STG’s subsidiaries are guarantors under the STG debt instruments.
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.
As of February 24, 2025, there are approximately 32 shareholders of record of Sinclair’s Class A Common Stock. Many of Sinclair’s shares of Class A Common Stock are held by brokers and institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
As of February 26, 2026, there are approximately 32 shareholders of record of Sinclair’s Class A Common Stock. Many of Sinclair’s shares of Class A Common Stock are held by brokers and institutions on behalf of stockholders. We are unable to estimate the total number of stockholders represented by these record holders.
In February 2025, Sinclair declared a quarterly cash dividend of $0.25 per share. See Note 2.
In February 2026, Sinclair declared a quarterly cash dividend of $0.25 per share. See Note 2.
As of December 31, 2024, 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, Sinclair Television Group, Inc. (“STG”) and its direct and indirect subsidiaries, original networks and content.
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.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025.
Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties and 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.
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.
Company/Index/Market 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Sinclair, Inc. 100.00 99.09 84.43 51.76 46.69 62.00 NASDAQ Composite Index 100.00 144.92 177.06 119.45 172.77 223.87 NASDAQ Telecommunications Index 100.00 110.08 112.44 82.21 90.96 103.21 Stock Repurchases For the quarter ended December 31, 2024: None SINCLAIR BROADCAST GROUP, LLC Not applicable. ITEM 6. [RESERVED] 47 Table of Contents ITEM 7.
Company/Index/Market 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Sinclair, Inc. 100.00 85.21 52.24 47.12 62.57 63.55 NASDAQ Composite Index 100.00 122.18 82.43 119.22 154.48 187.14 NASDAQ Telecommunications Index 100.00 102.14 74.69 82.63 93.76 107.59 Stock Repurchases For the quarter ended December 31, 2025: None SINCLAIR BROADCAST GROUP, LLC Not applicable. ITEM 6. [RESERVED] 44 Table of Contents ITEM 7.
Added
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.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeITEM 6. [RESERVED] 47 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 68 ITEM 8A. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR, INC. 68 ITEM 8B. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR BROADCAST GROUP, LLC 68
Biggest changeITEM 6. [RESERVED] 44 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 65 ITEM 8A. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR, INC. 65 ITEM 8B. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR BROADCAST GROUP, LLC 65

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Removed
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations below (“New Credit Agreement”) and (ii) give Cunningham Broadcasting Corporation (“Cunningham”) the right to terminate the LMAs and other outsourcing agreements with Cunningham due to a “change in control.” Any such termination of LMAs could have an adverse effect on our results of operations.
Added
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%.
Removed
The FCC’s multiple ownership rules may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets. See the risk factor below regarding the FCC’s multiple ownership rules.
Added
The 2024 income tax benefit for SBG’s pre-tax income of $295 million resulted in an effective tax rate of 20.3%.
Removed
RISKS RELATING TO OUR DEBT Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our debt obligations. We have a high level of debt, totaling $4,129 million at December 31, 2024, compared to the book value of shareholders’ equity of $516 million on the same date.
Added
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.
Removed
Our high level of debt poses risks, including the following risks, particularly in periods of declining revenues: • we may be unable to service our debt obligations, especially during negative economic, financial credit and market industry conditions; • we may require a significant portion of our cash flow to pay principal and interest on our outstanding debt, especially during negative economic and market industry conditions; • the amount available for joint ventures, working capital, capital expenditures, dividends and other general corporate purposes may be limited because a significant portion of cash flow is used to pay principal and interest on outstanding debt; • if our distribution and advertising revenues decline, we may not be able to service our debt; • our lenders may not be as willing to lend additional amounts to us for future joint ventures, working capital needs, additional acquisitions or other purposes; • our lenders may not be willing to refinance both our fixed and variable rate debt instruments as they come due or the rates the debt is refinanced at are not equal to or lower than the maturing rates; • rating agencies may downgrade our corporate family rating and/or debt ratings which could impair our ability to raise funds, refinance debt, or incur a higher financing cost; • the cost to borrow from lenders may increase or market rates may increase; • our ability to access the capital markets may be limited, and we may be unable to issue securities with pricing or other terms that we find attractive, if at all; • if our cash flow were inadequate to make interest and principal payments, we might have to restructure or refinance our debt or sell an equity interest in one or more of our broadcast stations to reduce debt service obligations; • our interest rate hedges incurring losses and causing us to make additional interest payments; • we may be limited in our flexibility in planning for and reacting to changes in the industry in which we compete; and • we may be more vulnerable to adverse economic and industry conditions than less leveraged competitors and thus, less able to withstand competitive pressures. 40 Table of Contents Any of these events could reduce our ability to generate cash available for debt service, investment, repay, restructure or refinance our debt, seek additional debt or equity capital, make capital improvements or to respond to events that would enhance profitability.
Added
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.
Removed
We may not be able to generate sufficient cash to service all of our debt and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.
Added
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.
Removed
Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory and other factors beyond our control.
Added
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.
Removed
We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our debt.
Added
Income Taxes within SBG’s Consolidated Financial Statements for further information. 60 Table of Contents 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”).
Removed
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, or to dispose of equity interests in our equity investments, other material assets or operations, seek additional debt or equity capital or restructure or refinance our debt.
Added
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.
Removed
We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.
Added
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.
Removed
The New Credit Agreement, and each of the indentures that govern the STG Notes restrict our ability to dispose of assets and use the proceeds from such dispositions and restrict our ability to raise debt or equity capital to be used to repay other debt when it becomes due.
Added
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.
Removed
We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
Added
Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreements and Notes under Note 6.
Removed
If we cannot make scheduled payments on our debt, we will be in default and holders of our debt could declare all outstanding principal and interest to be due and payable, the lenders under the New Credit Agreement could terminate their commitments to loan us money, the holders of our debt could foreclose against the assets securing their obligations and we and/or STG could be forced into bankruptcy or liquidation.
Added
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.
Removed
Despite our current level of debt, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described herein. We and our subsidiaries may be able to incur additional indebtedness in the future.
Added
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.
Removed
Although the terms of the debt instruments to which we are subject contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and the additional debt incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness.
Added
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.
Removed
If new debt is added to our current debt levels, the related risks that we and the guarantors now face could intensify. Our variable rate debt subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Interest rates may increase in the future.
Added
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.
Removed
As a result, interest rates on the obligations under the New Credit Agreement or other variable rate debt offerings could be higher or lower than current levels.
Added
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.
Removed
As of December 31, 2024, approximately $2,620 million principal amount of our debt relates to the credit agreement in effect as of the end of 2024 (the “Bank Credit Agreement”) and is subject to variable interest rates.
Added
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.
Removed
If interest rates increase, our debt service obligations on our variable rate debt would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our debt, would correspondingly decrease.
Added
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.
Removed
While we may continue to enter into interest rate hedging agreements with respect to our borrowings under certain credit agreements, such agreements are not expected to fully mitigate against interest rate risk. In addition, our New Credit Agreement references the Secured Overnight Financing Rate (“SOFR”) as the primary benchmark rate for our variable rate indebtedness.
Added
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.
Removed
SOFR is a relatively new reference rate and with a limited history, and changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. As a result, the amount of interest we may pay on our variable rate indebtedness is difficult to predict.
Added
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.
Removed
Our use of derivative financial instruments to reduce interest rate risk may result in added volatility in our financial results and cash flows, including increased interest expense . We do not hold or issue derivative financial instruments for trading purposes. However, we do utilize derivative financial instruments to reduce interest rate risk associated with our indebtedness.
Added
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.
Removed
To manage variable interest rate risk, we entered into an interest rate swap agreement in February 2023, which will effectively convert a portion of our variable rate indebtedness into 41 Table of Contents a fixed rate loan. The associated impact on our operating results is directly related to changes in prevailing interest rates.
Added
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. 61 Table of Contents LIQUIDITY AND CAPITAL RESOURCES 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.
Removed
Consequently, these swaps may introduce additional volatility into our operating results by either increasing or decreasing interest costs depending upon the position of the swap.
Added
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.
Removed
Commitments we have made to our lenders and noteholders limit our ability to take actions that could increase the value of our securities and business or may require us to take actions that decrease the value of our securities and business. Our financing agreements prevent us from taking certain actions and require us to meet certain tests.
Added
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.
Removed
These restrictions and tests may require us to conduct our business in ways that make it more difficult to repay unsecured debt or decrease the value of our securities and business.
Added
Industry protocol typically enables us to make payments for television program contracts on a three-month lag, which differs from the contractual timing.
Removed
These restrictions and tests include the following: • restrictions on the incurrence, assumption or guaranteeing of additional debt, or the issuance of disqualified stock or preferred stock; • restrictions on the payment of dividends, other distributions or repurchases of equity; • restrictions on certain investments and other restricted payments; • restrictions on transactions with affiliates; • restrictions on the creation, incurrence, assumption, or suffering the existence of liens; • restrictions on the sale and disposition of certain assets to third parties; • restrictions on the issuance of guarantees of and pledges for debt; • restrictions on consolidation, merger or sale of all or substantially all of our assets; • restrictions on the ability of certain subsidiaries to limit their ability to pay dividends and make other payments to the Issuers or the guarantors; • restrictions on the ability to designate restricted subsidiaries as unrestricted subsidiaries and on transfers of assets to unrestricted subsidiaries and other non-guarantor subsidiaries; and • restrictions on our ability to refinance, amend, or repay existing debt, including through certain types of liability management transactions and “priming” or similar financing transactions that modify the priority of liens or right of payment with respect to our debt.
Added
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.
Removed
Future financing arrangements may contain additional restrictions, tests, and restrictive covenants that may limit our ability to pursue certain opportunities, limit our ability to raise additional debt or equity financing to operate during general economic or business downturns, and prevent us from taking action that could increase the value of our securities or require actions that decrease the value of our securities.
Added
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.
Removed
In addition, we may fail to meet the tests and thereby default on one or more of our obligations (particularly if the economy weakens and reduces our advertising revenues). If we default on our obligations, creditors could require immediate payment of the obligations or foreclose on collateral.
Added
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.
Removed
If this happens, we could be forced to sell equity interests in our equity investments, broadcast stations or other assets or take other actions that could significantly reduce our value and we may not have sufficient assets or funds to pay our debt obligations.
Added
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 C onsolidated Financial Statements and Note 6.
Removed
A failure to comply with covenants under debt instruments could result in a default under such debt instruments, acceleration of amounts due under our debt, and loss of assets securing our loans.
Added
Notes Payable and Commercial Bank Financing , Note 7. Leases , and Note 8. Program Contracts within SBG’s C onsolidated Financial Statements for further information.
Removed
Certain of our debt agreements will contain cross-default provisions with other debt, which means that a default under certain of our debt instruments may cause a default under such other debt.
Added
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.
Removed
If we breach certain of our debt covenants, we will be unable to utilize the full borrowing capacity under our debt arrangements and our lenders could require us to repay the debt immediately, and, if the debt is secured, could immediately take possession of the property securing such debt.
Added
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.
Removed
In addition, because certain of our debt agreements contain cross-default and cross-acceleration 42 Table of Contents provisions with other debt, if any other debtholder of STG were to declare its loan due and payable as a result of a default, the holders of the respective debt of STG, might be able to require us to pay those debts immediately.
Added
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.
Removed
As a result, any default under debt covenants could have a material adverse effect on our financial condition and our ability to meet our obligations. GENERAL RISK FACTORS Financial and economic conditions, including inflation, may have an adverse impact on our industry, business, and results of operations or financial condition.
Added
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.
Removed
Financial, economic and geopolitical conditions are by their nature unpredictable and the deterioration or worsening of those conditions could have an adverse effect on the fundamentals of our business, results of operations, and/or financial condition.
Added
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. 62 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Sinclair, Inc.
Removed
Poor economic and industry conditions, including inflation, could have a negative impact on our industry or the industry of those customers who advertise on our stations, including, among others, the automotive industry and service businesses, each of which is a significant source of our advertising revenue. Additionally, financial institutions, capital providers, or other consumers may be adversely affected.
Added
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): 2025 2024 2023 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 Other, net 4 8 10 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 $ — $ — Repayments of notes payable, commercial bank financing and finance leases (1,515) (61) (85) 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.
Removed
Potential consequences of any financial and economic decline include: • the financial condition of those companies that advertise on our stations and digital platforms, including, among others, the automobile manufacturers and dealers, may be adversely affected and could result in a significant decline in our advertising revenue; • geopolitical conditions, including the war in Ukraine, conflicts in the Middle East and international trade sanctions, could negatively impact global supply prices and disrupt supply chain levels, which could negatively impact the operations of us, our customers’, our vendors’ and our Distributors’; • our ability to pursue the divestiture of certain assets at attractive values may be limited; • the possibility that our business partners, such as counterparties to our outsourcing and news share arrangements, could be negatively impacted and our ability to maintain these business relationships could also be impaired; • our ability to refinance our existing debt on terms and at interest rates we find attractive, if at all, may be impaired; • our ability to make certain capital expenditures may be significantly impaired; • our ability to pursue the acquisition of attractive assets may be limited if we are unable to obtain any necessary additional capital on favorable terms, if at all; • content providers may cut back on the amount of content we can acquire to program stations; and • the possibility of our distribution customers losing subscribers, thereby impacting our distribution revenues.
Added
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.
Added
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 .
Added
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. 63 Table of Contents LIQUIDITY AND CAPITAL RESOURCES 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): 2025 2024 2023 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 $ — $ — Repayments of notes payable, commercial bank financing and finance leases (1,515) (61) (85) 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.
Added
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.
Added
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 .
Added
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. 64 Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−1 removed5 unchanged
Biggest changeBased on Sinclair and SBG’s total variable rate debt under the Bank Credit Agreement as of December 31, 2024 of $2,620 million Sinclair and SBG estimate that adding 1% to respective interest rates would result in an increase in each of Sinclair and SBG’s interest expense of $26 million, exclusive of any impact of our interest rate swap and prior to the impact of the refinancing activities discussed within Note 18.
Biggest changeBased 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.
Sinclair and SBG did not have any outstanding derivative instruments during the year ended December 31, 2022. Sinclair and SBG are exposed to risk from the changing interest rates of their variable rate debt issued under the Bank Credit Agreement.
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.
Removed
Subsequent Events within Sinclair’s Consolidated Financial Statements and Note 16. Subsequent Events within SBG’s Consolidated Financial Statements.

Other SBGI 10-K year-over-year comparisons