What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 502 added, 291 removed, 1100 unchanged (42% of the section changed)

5 unchanged sentences

(in millions, except share and per share data) (Unaudited)

As of March 31,

As of June 30,

2025 As of December 31,

42 unchanged sentences

The accompanying notes are an integral part of these unaudited consolidated financial statements.

(a) Our consolidated total assets as of March 31, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $ 66 million and $ 70 million, respectively, which can only be used to settle the obligations of the VIEs.

Our consolidated total liabilities as of March 31, 2025 and December 31, 2024 include total liabilities of VIEs of $ 15 million and $ 16 million, respectively, for which the creditors of the VIEs have no recourse to us.

(a) Our consolidated total assets as of June 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $ 61 million and $ 70 million, respectively, which can only be used to settle the obligations of the VIEs.

Our consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $ 7 million and $ 16 million, respectively, for which the creditors of the VIEs have no recourse to us.

Variable Interest Entities .

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Media revenues $ 777 $ 819 $ 1,547 $ 1,611

16 unchanged sentences

(Loss) income from equity method investments ( 1 ) 78 ( 7 ) 92

Other (expense) income, net ( 66 ) 40

Other expense, net ( 18 ) ( 42 ) ( 84 ) ( 2 )

Total other expense, net ( 97 ) ( 40 ) ( 311 ) ( 61 )

(Loss) income before income taxes ( 76 ) 24 ( 276 ) 45

INCOME TAX BENEFIT 46 4

INCOME TAX BENEFIT (PROVISION) 14 ( 5 ) 60 ( 1 )

NET (LOSS) INCOME ( 62 ) 19 ( 216 ) 44

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net (loss) income $ ( 62 ) $ 19 $ ( 216 ) $ 44

Unrealized (loss) gain on interest rate swap, net of tax ( 1 ) 4

Unrealized gain (loss) on interest rate swap, net of tax — 1 ( 1 ) 5

Comprehensive (loss) income ( 62 ) 20 ( 217 ) 49

5 unchanged sentences

(in millions, except share and per share data) (Unaudited)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Sinclair Shareholders

2 unchanged sentences

Capital Accumulated Deficit Accumulated

Comprehensive Income Noncontrolling

Interests Total

Comprehensive

Noncontrolling

Interests Total Equity

Shares Values Shares Values

BALANCE, March 31, 2024 42,305,323 $ 1 23,775,056 $ — $ 554 $ ( 227 ) $ 5 $ ( 64 ) $ 269

Dividends declared and paid on Class A and Class B Common Stock ($ 0.25 per share)

— — — — — ( 17 ) — — ( 17 )

Class A Common Stock issued pursuant to employee benefit plans 200,448 — — — 6 — — — 6

Distributions to noncontrolling interests — — — — — — — ( 3 ) ( 3 )

Other comprehensive income — — — — — — 1 — 1

Net income — — — — — 17 — 2 19

BALANCE, June 30, 2024 42,505,771 $ 1 23,775,056 $ — $ 560 $ ( 227 ) $ 6 $ ( 65 ) $ 275

Six Months Ended June 30, 2024

Sinclair Shareholders

Common Stock Class B

Common Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive

Noncontrolling

Interests Total Equity

Shares Values Shares Values

BALANCE, December 31, 2023 39,737,682 $ 1 23,775,056 $ — $ 517 $ ( 234 ) $ 1 $ ( 64 ) $ 221

5 unchanged sentences

Net income — — — — — 40 — 4 44

BALANCE, March 31, 2024 42,305,323 $ 1 23,775,056 $ — $ 554 $ ( 227 ) $ 5 $ ( 64 ) $ 269

BALANCE, June 30, 2024 42,505,771 $ 1 23,775,056 $ — $ 560 $ ( 227 ) $ 6 $ ( 65 ) $ 275

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(in millions, except share and per share data) (Unaudited)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Sinclair Shareholders

1 unchanged sentence

Common Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive

Noncontrolling

Interests Total Equity

Shares Values Shares Values

BALANCE, March 31, 2025 45,756,209 $ 1 23,775,056 $ — $ 597 $ ( 163 ) $ 1 $ ( 68 ) $ 368

Dividends declared and paid on Class A and Class B Common Stock ($ 0.25 per share)

— — — — — ( 17 ) — — ( 17 )

Class A Common Stock issued pursuant to employee benefit plans 135,363 — — — 7 — — — 7

Distributions to noncontrolling interests — — — — — — — ( 3 ) ( 3 )

Acquisition of noncontrolling interests — — — — ( 1 ) — — 1 —

Net (loss) income — — — — — ( 64 ) — 2 ( 62 )

BALANCE, June 30, 2025 45,891,572 $ 1 23,775,056 $ — $ 603 $ ( 244 ) $ 1 $ ( 68 ) $ 293

Six Months Ended June 30, 2025

Sinclair Shareholders

Common Stock Class B

Common Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive

Income Noncontrolling

Noncontrolling

Interests Total Equity

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Other comprehensive loss — — — — — — ( 1 ) — ( 1 )

Acquisition of noncontrolling interests — — — — ( 1 ) — — 1 —

Net (loss) income — — — — — ( 220 ) — 4 ( 216 )

BALANCE, March 31, 2025 45,756,209 $ 1 23,775,056 $ — $ 597 $ ( 163 ) $ 1 $ ( 68 ) $ 368

BALANCE, June 30, 2025 45,891,572 $ 1 23,775,056 $ — $ 603 $ ( 244 ) $ 1 $ ( 68 ) $ 293

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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(in millions) (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

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Loss (income) from equity method investments 7 ( 92 )

Loss (income) from investments 73 ( 27 )

Loss from investments 103 20

Distributions from investments 3 2

2 unchanged sentences

Change in assets and liabilities, net of acquisitions:

Increase in accounts receivable ( 33 ) ( 27 )

Decrease (increase) in accounts receivable 15 ( 48 )

Increase in prepaid expenses and other current assets ( 38 ) ( 8 )

16 unchanged sentences

Debt issuance costs ( 110 ) —

Distributions to noncontrolling interests, net ( 3 ) ( 2 )

Distributions to noncontrolling interests ( 6 ) ( 5 )

Other, net ( 9 ) ( 3 )

12 unchanged sentences

Additionally, we own digital media companies 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 companies 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.

For the quarter ended March 31, 2025, we had two reportable segments:

For the quarter ended June 30, 2025, we had two reportable segments:

local media and tennis.

The local media segment consists primarily of our 185 broadcast television stations in 85 markets, which we own, provide programming and operating services pursuant to agreements commonly referred to as local marketing agreements (“LMA”), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (“JSA”) and shared services agreements (“SSA”)).

These stations broadcast 640 channels as of March 31, 2025.

These stations broadcast 646 channels as of June 30, 2025.

For the purpose of this report, these 185 stations and 646 channels are referred to as “our” stations and channels.

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Interim Financial Statements

The consolidated financial statements for the three months ended March 31, 2025 and 2024 are unaudited.

The consolidated financial statements for the three and six months ended June 30, 2025 and 2024 are unaudited.

In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statements of equity and noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.

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Non-cash Investing and Financing Activities

Leased assets obtained in exchange for new operating lease liabilities were $ 3 million and $ 2 million for the three months ended March 31, 2025 and 2024, respectively.

Leased assets obtained in exchange for new finance lease liabilities were $ 7 million for the three months ended March 31, 2024.

Non-cash investing activities included property and equipment purchases of $ 5 million for both the three months ended March 31, 2025 and 2024.

We received equity shares in investments valued at $ 8 million and $ 3 million for the three months ended March 31, 2025 and 2024, respectively, in exchange for an obligation to deliver an equivalent value of advertising spots.

Leased assets obtained in exchange for new operating lease liabilities were $ 4 million and $ 3 million for the six months ended June 30, 2025 and 2024, respectively.

Leased assets obtained in exchange for new finance lease liabilities were $ 7 million for the six months ended June 30, 2024.

Non-cash investing activities included property and equipment purchases of $ 5 million for both the six months ended June 30, 2025 and 2024.

We received equity shares in investments valued at $ 17 million and $ 4 million for the six months ended June 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

Revenue Recognition

The following table presents our revenue disaggregated by type and segment (in millions):

For the three months ended March 31, 2025 Local Media Tennis Other Eliminations Total

For the three months ended June 30, 2025 Local Media Tennis Other Eliminations Total

Distribution revenue $ 380 $ 54 $ — $ — $ 434

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Total revenues $ 679 $ 68 $ 46 $ ( 9 ) $ 784

For the three months ended March 31, 2024 Local Media Tennis Other Eliminations Total

For the six months ended June 30, 2025 Local Media Tennis Other Eliminations Total

Distribution revenue $ 775 $ 110 $ — $ — $ 885

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Total revenues $ 1,373 $ 136 $ 67 $ ( 16 ) $ 1,560

For the three months ended June 30, 2024 Local Media Tennis Other Eliminations Total

Distribution revenue $ 384 $ 51 $ — $ — $ 435

Core advertising revenue 285 14 9 ( 5 ) 303

Political advertising revenue 40 — — — 40

Other media, non-media, and intercompany revenues 41 2 11 ( 3 ) 51

Total revenues $ 750 $ 67 $ 20 $ ( 8 ) $ 829

For the six months ended June 30, 2024 Local Media Tennis Other Eliminations Total

Distribution revenue $ 768 $ 103 $ — $ — $ 871

Core advertising revenue 569 24 15 ( 8 ) 600

Political advertising revenue 64 — — — 64

Other media, non-media, and intercompany revenues 76 3 20 ( 7 ) 92

Total revenues $ 1,477 $ 130 $ 35 $ ( 15 ) $ 1,627

Distribution Revenue.

We generate distribution revenue through fees received from these Distributors for the right to distribute our stations and other properties.

5 unchanged sentences

Historical adjustments to subscriber estimates have not been material.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Core Advertising Revenue.

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In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage-based royalty.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Deferred Revenue.

1 unchanged sentence

We classify deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in our consolidated balance sheets based on the timing of when we expect to satisfy our performance obligations.

Deferred revenue was $ 186 million and $ 170 million as of March 31, 2025 and December 31, 2024, respectively, of which $ 107 million and $ 112 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets.

Deferred revenue recognized for the three months ended March 31, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $ 21 million and $ 18 million, respectively.

For the three months ended March 31, 2025, two customers accounted for 11 % and 11 %, respectively, of our total revenues.

For the three months ended March 31, 2024, two customers accounted for 11 % and 11 %, respectively, of our total revenues.

As of March 31, 2025, three customers accounted for 12 %, 11 %, and 11 %, respectively, of our accounts receivable, net.

Deferred revenue was $ 175 million and $ 170 million as of June 30, 2025 and December 31, 2024, respectively, of which $ 101 million and $ 112 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets.

Deferred revenue recognized for the six months ended June 30, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $ 38 million and $ 30 million, respectively.

For the three months ended June 30, 2025, two customers accounted for 11 % and 11 %, respectively, of our total revenues.

For the six months ended June 30, 2025, two customers accounted for 11 % and 11 %, respectively, of our total revenues.

For the three months ended June 30, 2024, two customers accounted for 11 % and 10 %, respectively, of our total revenues.

For the six months ended June 30, 2024, two customers accounted for 11 % and 11 %, respectively, of our total revenues.

As of June 30, 2025, two customers accounted for 12 % and 10 %, respectively, of our accounts receivable, net.

As of December 31, 2024, four customers accounted for 11 %, 11 %, 10 %, and 10 %, respectively, of our accounts receivable, net.

1 unchanged sentence

Business Combinations and Station Disposals

During the three months ended March 31, 2025, Sinclair Ventures, LLC (“Ventures”) completed the acquisition of CPX Interactive LLC (“CPX Interactive”) for approximately $ 30 million in cash, net of cash acquired of $ 5 million, in which Ventures acquired the remaining 75 % of the business they did not already own.

In March 2025, Sinclair Ventures, LLC (“Ventures”) completed the acquisition of CPX Interactive LLC (“Digital Remedy”) for approximately $ 30 million in cash, net of cash acquired of $ 5 million, in which Ventures acquired the remaining 75 % of the business they did not already own.

The acquired assets and liabilities were recorded at fair value as of the closing date of the transactions, which included $ 22 million of definite-lived intangible assets and $ 17 million of goodwill.

During the three months ended March 31, 2025, we entered into an asset purchase agreement with a counterparty to sell our owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for approximately $ 30 million.

As of March 31, 2025, we classified the related assets and liabilities as held-for-sale in our consolidated balance sheets.

As of March 31, 2025, amounts classified as assets held-for-sale in our consolidated balance sheets primarily consist of accounts receivable of $ 10 million, property and equipment of $ 23 million, and other assets of $ 3 million and amounts classified as liabilities held-for-sale in our consolidated balance sheets primarily consists of accounts payable and accrued liabilities of $ 3 million and current portion of program contracts payable of $ 1 million.

Additionally, during the three months ended March 31, 2025, we accrued the estimated loss we expect to recognize upon closing of the sale of approximately $ 17 million, which is included within loss on asset dispositions and other, net within our consolidated statements of operations and our local media segment within Note 6.

In March 2025, we entered into an asset purchase agreement with a counterparty to sell our owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for approximately $ 30 million.

As of June 30, 2025, we classified the related assets and liabilities as held-for-sale in our consolidated balance sheets.

As of June 30, 2025, amounts classified as assets held-for-sale in our consolidated balance sheets primarily consist of accounts receivable of $ 9 million and property and equipment of $ 23 million and amounts classified as liabilities held-for-sale in our consolidated balance sheets primarily consists of accounts payable and accrued liabilities of $ 2 million and current portion of program contracts payable of $ 1 million.

Additionally, during the six months ended June 30, 2025, we accrued the estimated loss we expect to recognize upon closing of the sale of approximately $ 17 million, which is included within loss on asset dispositions and other, net within our consolidated statements of operations and our local media segment within Note 6.

Segment Data and was recorded to reflect the underlying assets at the lower of carrying value and fair value.

The sale was completed on July 8, 2025.

Our income tax provision for all periods consists of federal and state income taxes.

The tax provision for the three months ended March 31, 2025 and 2024 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests.

The tax provision for the three and six months ended June 30, 2025 and 2024 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests.

We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized.

2 unchanged sentences

A valuation allowance has been provided for deferred tax assets related to 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.

Our effective income tax rate for the three months ended March 31, 2025 approximated the statutory rate.

Our effective income tax rate for the three months ended March 31, 2024 was greater than the statutory rate primarily due to an immaterial $ 7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

We believe that our liability for unrecognized tax benefits could be reduced by up to $ 3 million, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On July 4, 2025, the One Big, Beautiful Bill (“OBBB”) was enacted.

The OBBB is a comprehensive tax reform package that includes significant changes to corporate tax policy.

While the Company is currently evaluating the full impact of OBBB, it does not expect a material impact on its financial statements.

The Company will continue to assess the implications of OBBB and will provide further update in its subsequent quarterly filings.

Our effective income tax rate for the three months ended June 30, 2025 was less than the statutory rate primarily due to the impact of state taxes.

Our effective income tax rate for the six months ended June 30, 2025 approximated the statutory rate.

Our effective income tax rate for the three months ended June 30, 2024 was less than the statutory rate primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims offset by non-deductible expenses.

Our effective income tax rate for the six months ended June 30, 2024 was less than the statutory rate primarily due to an immaterial $ 7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

Reclassifications

1 unchanged sentence

Subsequent Events

In May 2025, our Board of Directors declared a quarterly dividend of $ 0.25 per share, payable on June 13, 2025 to holders of record at the close of business on May 30, 2025.

In August 2025, our Board of Directors declared a quarterly dividend of $ 0.25 per share, payable on September 15, 2025 to holders of record at the close of business on August 29, 2025.

OTHER ASSETS:

Other assets as of March 31, 2025 and December 31, 2024 consisted of the following (in millions):

As of March 31,

Other assets as of June 30, 2025 and December 31, 2024 consisted of the following (in millions):

As of June 30,

2025 As of December 31,

1 unchanged sentence

Other investments 298 382

Notes receivable 29 27

Income tax receivable 147 144

7 unchanged sentences

Additionally, certain investments are measured at net asset value (“NAV”).

As of March 31, 2025 and December 31, 2024, we held $ 149 million and $ 228 million, respectively, in investments measured at fair value.

As of March 31, 2025 and December 31, 2024, we held $ 123 million and $ 116 million, respectively, in investments measured at NAV.

We recognized a fair value adjustment loss of $ 73 million for the three months ended March 31, 2025 and a fair value adjustment gain of $ 2 million for the three months ended March 31, 2024, associated with these investments, which are reflected in other (expense) income, net in our consolidated statements of operations.

As of March 31, 2025 and December 31, 2024, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $ 57 million and $ 60 million, respectively.

Investments accounted for utilizing the measurement alternative were $ 42 million and $ 38 million as of March 31, 2025 and December 31, 2024, respectively.

There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for the three months ended March 31, 2025 and 2024.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2025 and December 31, 2024, we held $ 113 million and $ 228 million, respectively, in investments measured at fair value.

As of June 30, 2025 and December 31, 2024, we held $ 137 million and $ 116 million, respectively, in investments measured at NAV.

We recognized fair value adjustment losses of $ 30 million and $ 103 million for the three and six months ended June 30, 2025, respectively, and fair value adjustment losses of $ 45 million and $ 43 million for the three and six months ended June 30, 2024, respectively, associated with these investments, which are reflected in other expense, net in our consolidated statements of operations.

As of June 30, 2025 and December 31, 2024, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $ 48 million and $ 60 million, respectively.

Investments accounted for utilizing the measurement alternative were $ 48 million and $ 38 million as of June 30, 2025 and December 31, 2024, respectively.

There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for the three and six months ended June 30, 2025.

We recorded a $ 2 million impairment related to one investment for the three and six months ended June 30, 2024, which is reflected in other expense, net in our consolidated statements of operations.

NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:

2 unchanged sentences

(“STG”), a wholly-owned subsidiary of Sinclair Broadcast Group, LLC (“SBG”), completed a series of financing transactions (the “Transactions”) as follows:

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Exchanged $ 711.4 million aggregate principal amount outstanding of the $ 714 million Term Loan B-3, which mature April 1, 2028 and bear interest at SOFR plus 3.00 % , into second-out first lien Term Loan B-6 issued under a new credit agreement dated February 12, 2025 (the “New Credit Agreement”), which mature December 31, 2029 and bear interest at SOFR plus 3.30 % .

8 unchanged sentences

The remaining 4.125 % Senior Secured Notes due 2030 of $ 4 million became unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.

For the three months ended March 31, 2025 , we recognized a gain on extinguishment of the 4.125 % Senior Secured Notes due 2030 and 5.125 % Senior Notes due 2027 of $ 5 million and $ 3 million , respectively, and a loss on extinguishment of the Term Loan B-2 of $ 6 million.

For the six months ended June 30, 2025 , we recognized a gain on extinguishment of the 4.125 % Senior Secured Notes due 2030 and 5.125 % Senior Notes due 2027 of $ 5 million and $ 3 million , respectively, and a loss on extinguishment of the Term Loan B-2 of $ 6 million.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The New Credit Agreement and the indentures for the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions.

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In addition, upon the sale of certain of STG’s assets or certain changes of control, we may be required to offer to repurchase some or all of the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The First-Out Revolving Credit Facility 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 3.5 x, measured as of the end of each fiscal quarter, which is only applicable if 35 % or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date.

Since there was no utilization under the First-Out Revolving Credit Facility as of March 31, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement.

As of March 31, 2025, the STG first-out first lien leverage ratio was below 3.5 x.

The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of March 31, 2025.

During the three months ended March 31, 2024, we repurchased $ 27 million aggregate principal amount of Term Loan B-2 for consideration of $ 25 million.

Since there was no utilization under the First-Out Revolving Credit Facility as of June 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement.

As of June 30, 2025, the STG first-out first lien leverage ratio was below 3.5 x.

The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of June 30, 2025.

During the three months ended June 30, 2025, we repurchased $ 81 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 77 million.

The 5.125 % Senior Notes due 2027 acquired were canceled immediately following their acquisition.

We recognized a gain on extinguishment of the 5.125 % Senior Notes due 2027 of $ 4 million for both the three and six months ended June 30, 2025.

During the six months ended June 30, 2024, we repurchased $ 27 million aggregate principal amount of Term Loan B-2 for consideration of $ 25 million.

The portions of Term Loan B-2 purchased were canceled immediately following their acquisition.

We recognized a gain on extinguishment of the Term Loan B-2 of $ 1 million for the three months ended March 31, 2024.

In April 2025, we repurchased $ 66 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 62 million.

The 5.125 % Senior Notes due 2027 acquired in April 2025 were canceled immediately following their acquisition.

We recognized a gain on extinguishment of the Term Loan B-2 of $ 1 million for the six months ended June 30, 2024.

Finance Leases to Affiliates

The current portion of notes payable, finance leases, and commercial bank financing in our consolidated balance sheets includes finance leases to affiliates of $ 3 million as of both March 31, 2025 and December 31, 2024.

Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finances leases to affiliates of $ 8 million and $ 9 million as of March 31, 2025 and December 31, 2024, respectively.

Related Person Transactions.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Debt of Variable Interest Entities and Guarantees of Third-Party Obligations

STG jointly, severally, unconditionally, and irrevocably guaranteed $ 2 million of debt of certain third parties as of both March 31, 2025 and December 31, 2024, all of which related to consolidated VIEs and is included in our consolidated balance sheets as of both March 31, 2025 and December 31, 2024.

We provide a guarantee of certain obligations of a regional sports network subject to a maximum annual amount of $ 122 million with annual escalations of 4 % for the next four years .

As described under Note 4.

Commitments and Contingencies , we believe that as of January 1, 2025, we have no further obligations related to this guarantee, however the counterparty associated with the related agreement may not agree with our conclusion.

STG jointly, severally, unconditionally, and irrevocably guaranteed $ 2 million of debt of certain third parties as of both June 30, 2025 and December 31, 2024, all of which related to consolidated VIEs and is included in our consolidated balance sheets as of both June 30, 2025 and December 31, 2024.

We provide a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $ 455 million for the years 2025 through 2029.

We accrued $ 37 million related to this obligation for both the three and six months ended June 30, 2025, included in loss on asset dispositions and other, net in our consolidated statements of operations.

As of June 30, 2025, $ 24 million and $ 13 million of this obligation are reflected in accounts payable and accrued liabilities and other long-term liabilities, respectively, in our consolidated balance sheets.

Commitments and Contingencies for further discussion.

Interest Rate Swap

3 unchanged sentences

Nature of Operations and Summary of Significant Accounting Policies for further discussion.

As of both March 31, 2025 and December 31, 2024, the fair value of the interest rate swap was an asset o f $ 1 million, which is recorded in other assets in our consolidated balance sheets.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The fair value of the interest rate swap was an asset o f $ 1 million as of June 30, 2025 , which is recorded in prepaid expenses and other current assets in our consolidated balance sheets, and an asset of $ 1 million as of December 31, 2024, which is recorded in other assets in our consolidated balance sheets.

COMMITMENTS AND CONTINGENCIES:

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On January 29, 2024, the Company filed (1) an opposition to the motion for substitution and (2) a motion to dismiss the petition to deny the renewal applications.

An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024, and the matter remains pending.

Licensees are authorized to continue operating stations in accordance with their existing licenses while their renewal applications are pending before the FCC.

On April 14, 2025, the same attorney who filed the earlier petition against WBFF(TV), on behalf of a different client, filed a similar petition to deny against applications by the Company seeking FCC consent to sell certain stations to a third party.

The Company timely opposed the petition on April 24, 2025, the petitioner filed a reply on May 1, 2025, and the matter remains pending.

An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024.

On June 27, 2025, the FCC (i) denied the motion for substitution;

(ii) dismissed the petition to deny;

and (iii) granted the license renewal applications of WBFF(TV), WUTV(TV), and WNUV(TV).

On April 14, 2025, the same attorney who filed the earlier petition against WBFF(TV), on behalf of a different client, filed a similar petition to deny the renewal applications by the Company seeking FCC consent to sell certain stations to a third party.

The Company timely opposed the petition on April 24, 2025, the petitioner filed a reply on May 1, 2025.

On July 1, 2025, the FCC dismissed that petition to deny and granted the applications.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations.

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The Company is not a party to this forfeiture order.

however, our consolidated financial statements include an accrual of additional expenses of $ 8 million for the above legal matters during the year ended December 31, 2021, as we consolidate these stations as VIEs.

On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 Company stations and several stations with whom the Company has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018.

The NAL proposed a fine of $ 2.7 million against the Company, and fines ranging from $ 20,000 to $ 26,000 per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $ 3.4 million.

As of March 31, 2025, we have accrued $ 3.4 million.

On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount.

On September 6, 2024, the FCC denied the Company’s request for reduction of the fine (and similar requests filed by certain other licensees) and issued a forfeiture order imposing the fine as proposed in the NAL.

The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024 and the matter remains pending.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On September 6, 2024, the FCC issued a forfeiture order imposing the fine as proposed in the NAL.

The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024.

On June 27, 2025, the FCC adopted an Order and Consent Decree pursuant to which the Company agreed to make a voluntary contribution of $ 500,000 to resolve, without any admission of liability, the forfeiture order (with respect to Company stations), a closed captioning investigation of Company station WUHF in Rochester, NY, and matters relating to certain of the Company’s pending station renewal applications.

The consent decree states the forfeiture order will be resolved by separate action with respect to the non-Company licensees.

As part of the consent decree, the Company also agreed to implement a two-year compliance plan relating to the FCC’s limits on commercial matter in children’s programming and closed captioning rules, and the FCC agreed to grant the license renewal applications of all Company stations involved in the matters resolved by the consent decree.

The Company made the $ 500,000 voluntary contribution on July 9, 2025.

Other Matters

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The consent decree also requires the Company’s stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management had already instructed them not to do.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company is aware of twenty-two putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry.

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At the March 18, 2025 status conference, the Court also set a tentative trial date of April 1, 2026, and stated its expectations that depositions will resume.

Although a trial date has been tentatively set, the Court has not set a schedule for dispositive motions and other deadlines prior to trial, and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remains ongoing.

The Company continues to believe the lawsuits are without merit and intend to vigorously defend themselves against all such claims.

Although a trial date has been tentatively set, the Court has not issued an amended Scheduling Order, and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remains ongoing.

The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.

On July 19, 2023, as part of the bankruptcy proceedings of Diamond Sports Group, LLC (“DSG”), at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.

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The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA.

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On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, Sinclair’s equity interest in DSG was terminated.

As described under Note 3.

Notes Payable, Finance Leases, and Commercial Bank Financing we have provided a guarantee that requires us to provide funding to the Marquee Sports Network (“Marquee”) under certain circumstances.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

We have provided a guarantee that requires us to provide funding to Marquee under certain circumstances.

On July 19, 2024, Marquee sent us a funding notice seeking $ 29 million under the Marquee guarantee by August 1, 2024 purportedly to make payments under certain agreements to affiliates of the Chicago Cubs, an affiliate of which is also a co-owner of Marquee.

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On August 2, 2024, Marquee sent us another letter claiming that our failure to timely pay the amounts subject to Marquee’s funding notice constitutes a breach of the Marquee guarantee and requesting payment of such amounts no later than August 17, 2024 at which time Marquee has stated it will pursue any and all available remedies pursuant to the Marquee guarantee.

As of January 1, 2025, we believe we have no further obligations related to the guarantee, however, Marquee may not agree with our conclusion.

This dispute may result in litigation, and based on our expectation of Marquee’s claims, we believe we have meritorious defenses and intend to vigorously defend against such claims.

As of January 1, 2025, we determined we had no further obligations under the guarantee agreement.

Marquee disputed this position, and on June 9, 2025, we entered into a binding term sheet to settle the matter.

As part of the settlement, the parties agreed that the guarantee would be in effect through 2029;

however, the maximum obligation under the guarantee agreement was reduced.

As a result of the execution of this binding term sheet, we have concluded that our obligation to pay under a portion of the guarantee is probable and the loss related thereto could be reasonably estimated, thus recorded an estimated obligation related to this arrangement during the three months ended June 30, 2025 (as further discussed in Note 3.

Notes Payable, Finance Leases, and Commercial Bank Financing ).

Because loss contingencies are inherently unpredictable and unfavorable developments can occur, the assessment requires judgment about future events.

Moreover, there is no assurance that contingencies will be satisfied and the ultimate loss may differ materially from the estimated obligation we have recorded.

EARNINGS PER SHARE:

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Income (Numerator)

Net income (loss) $ ( 154 ) $ 25

Net (loss) income $ ( 62 ) $ 19 $ ( 216 ) $ 44

Net income attributable to the noncontrolling interests ( 2 ) ( 2 ) ( 4 ) ( 4 )

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Weighted-average stock-settled appreciation rights and outstanding stock options excluded 5,226 8,745 5,330 6,932

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We measure segment performance based on operating income (loss).

For the quarter ended March 31, 2025, we had two reportable segments, local media and tennis.

For the quarter ended June 30, 2025, we had two reportable segments, local media and tennis.

Our local media segment includes our television stations, original networks and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees.

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Segment financial information is included in the following tables for the periods presented (in millions):

As of March 31, 2025 Local Media Tennis Other & Corporate Eliminations Consolidated

As of June 30, 2025 Local Media Tennis Other & Corporate Eliminations Consolidated

Assets $ 4,416 $ 286 $ 969 $ ( 1 ) $ 5,670

For the three months ended March 31, 2025 Local Media Tennis Other & Corporate Eliminations Consolidated

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2025 Local Media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 679 $ 68 $ 46 $ ( 9 ) (b) $ 784

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Corporate general and administrative expenses 27 1 17 — 45

Loss on asset dispositions and other, net 8 — — — 8

(Gain) loss on asset dispositions and other, net ( 28 ) — 37 — 9

Other segment items (a) 2 — 12 ( 1 ) 13

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Loss before income taxes $ ( 76 )

For the six months ended June 30, 2025 Local Media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 1,373 $ 136 $ 67 $ ( 16 ) (b) $ 1,560

Media programming and production expenses 770 66 2 — 838

Media selling, general and administrative expenses 332 33 42 ( 15 ) 392

Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 110 10 1 — 121

Amortization of program costs 36 — — — 36

Corporate general and administrative expenses 64 1 32 — 97

(Gain) loss on asset dispositions and other, net ( 20 ) — 37 — 17

Other segment items (a) 4 — 21 ( 1 ) 24

Operating income (loss) $ 77 $ 26 $ ( 68 ) $ — $ 35

Interest expense including amortization of debt discount and deferred financing costs $ 226 $ — $ — $ — $ 226

Loss from equity method investments — ( 2 ) ( 5 ) — ( 7 )

Gain on extinguishment of debt 6 — — — 6

Other income (expense), net 6 — ( 90 ) — ( 84 )

Loss before income taxes $ ( 276 )

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 Local Media Tennis Other & Corporate Eliminations Consolidated

For the three months ended June 30, 2024 Local Media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 750 $ 67 $ 20 $ ( 8 ) (b) $ 829

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Corporate general and administrative expenses 29 — 21 — 50

Loss on asset dispositions and other, net — — 2 — 2

Other segment items (a) 2 — 12 ( 1 ) 13

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Interest expense including amortization of debt discount and deferred financing costs $ 76 $ — $ — $ — $ 76

Income from equity method investments — — 78 — 78

Other income (expense), net 2 — ( 44 ) — ( 42 )

Income before income taxes $ 24

For the six months ended June 30, 2024 Local Media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 1,477 $ 130 $ 35 $ ( 15 ) (b) $ 1,627

Media programming and production expenses 765 68 — — 833

Media selling, general and administrative expenses 361 29 10 ( 10 ) 390

Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 116 11 1 ( 2 ) 126

Amortization of program costs 37 — — — 37

Corporate general and administrative expenses 70 1 37 — 108

Loss on asset dispositions and other, net — — 2 — 2

Other segment items (a) 4 — 24 ( 3 ) 25

Operating income (loss) $ 124 $ 21 $ ( 39 ) $ — $ 106

Interest expense including amortization of debt discount and deferred financing costs $ 152 $ — $ — $ — $ 152

(Loss) income from equity method investments — ( 1 ) 93 — 92

Gain on extinguishment of debt 1 — — — 1

Other income, net 31 — 9 — 40

Other income (expense), net 33 — ( 35 ) — ( 2 )

Income before income taxes $ 45

(a) Other segment items relate primarily to non-media expenses.

(b) Includes $ 4 million and $ 2 million for the three months ended March 31, 2025 and 2024 , respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.

(b) Includes $ 5 million and $ 9 million for the three and six months ended June 30, 2025, respectively, and $ 3 million and $ 5 million for the three and six months ended June 30, 2024, respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

VARIABLE INTEREST ENTITIES:

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The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in our consolidated balance sheets as of the dates presented, were as follows (in millions):

As of March 31,

As of June 30,

2025 As of December 31,

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The amounts above represent the combined assets and liabilities of the VIEs described above, for which we are the primary beneficiary.

Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $ 113 million as of March 31, 2025 and $ 128 million as of December 31, 2024, as these amounts are eliminated in consolidation.

Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $ 127 million as of June 30, 2025 and $ 128 million as of December 31, 2024, as these amounts are eliminated in consolidation.

The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE.

As of March 31, 2025, all of the liabilities are non-recourse to us except for the debt of certain VIEs.

As of June 30, 2025, all of the liabilities are non-recourse to us except for the debt of certain VIEs.

See Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3.

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However, we do not participate in the management of these entities, including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs.

The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $ 75 million and $ 79 million as of March 31, 2025 and December 31, 2024, respectively, and are included in other assets in our consolidated balance sheets.

Other Assets for more information related to our equity investments.

Our maximum exposure is equal to the carrying value of our investments.

The income and loss related to equity method investments and other investments are recorded in (loss) income from equity method investments and other (expense) income, net, respectively, in our consolidated statements of operations.

We recorded a loss of $ 1 million for both the three months ended March 31, 2025 and 2024 related to these investments.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $ 77 million and $ 79 million as of June 30, 2025 and December 31, 2024, respectively, and are included in other assets in our consolidated balance sheets.

Other Assets for more information related to our equity investments.

Our maximum exposure is equal to the carrying value of our investments.

The income and loss related to equity method investments and other investments are recorded in (loss) income from equity method investments and other expense, net, respectively, in our consolidated statements of operations.

We recorded losses of $ 1 million and $ 2 million for the three and six months ended June 30, 2025, respectively, and losses of $ 22 million and $ 23 million for the three and six months ended June 30, 2024, respectively, related to these investments.

RELATED PERSON TRANSACTIONS:

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Certain assets used by us and our operating subsidiaries are leased from entities owned by the controlling shareholders.

Lease payments made to these entities were $ 2 million for both the three months ended March 31, 2025 and 2024.

Lease payments made to these entities were $ 1 million and $ 3 million for the three and six months ended June 30, 2025, respectively, and $ 1 million and $ 3 million for the three and six months ended June 30, 2024, respectively.

For further information, see Note 3.

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We lease aircraft owned by certain controlling shareholders.

For all leases, we incurred expenses of $ 0.2 million for the three months ended March 31, 2025.

For all leases, we incurred expenses of $ 0.2 million for the six months ended June 30, 2025 and less than $ 0.1 million for both the three and six months ended June 30, 2024.

The Baltimore Sun .

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We have entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing.

In relation to these agreements, we recorded revenue of $ 0.1 million for the three months ended March 31, 2025.

In relation to these agreements, we recorded revenue of $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively.

Cunningham Broadcasting Corporation

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We consolidate certain subsidiaries of Cunningham with which we have variable interests through various arrangements related to the Cunningham Stations.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is one additional five-year renewal term remaining with final expiration on July 1, 2033.

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A portion of the fee is required to be applied to the purchase price to the extent of the 6 % increase.

The cumulative prepayments made under these purchase agreements were $ 70 million and $ 69 million as of March 31, 2025 and December 31, 2024, respectively.

The remaining aggregate purchase price of these stations, net of prepayments, as of both March 31, 2025 and December 31, 2024, was approximately $ 54 million.

The cumulative prepayments made under these purchase agreements were $ 71 million and $ 69 million as of June 30, 2025 and December 31, 2024, respectively.

The remaining aggregate purchase price of these stations, net of prepayments, as of both June 30, 2025 and December 31, 2024, was approximately $ 54 million.

Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and have a purchase option to acquire for $ 0.2 million.

We paid Cunningham, under these agreements, $ 3 million for both the three months ended March 31, 2025 and 2024.

Under these agreements, we paid Cunningham $ 3 million and $ 6 million for the three and six months ended June 30, 2025, respectively, and $ 3 million and $ 6 million for the three and six months ended June 30, 2024, respectively.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between August 2025 and April 2030 and certain stations have renewal provisions for successive eight-year periods.

As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in our consolidated statements of operations.

Our consolidated revenues include $ 34 million for both the three months ended March 31, 2025 and 2024 related to the Cunningham Stations.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in June 2025.

Our consolidated revenues include $ 31 million and $ 65 million for the three and six months ended June 30, 2025, respectively, and $ 34 million and $ 68 million for the three and six months ended June 30, 2024, respectively, related to the Cunningham Stations.

We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in December 2025.

Under the agreement, Cunningham paid us an initial fee of $ 1 million and pays us $ 0.3 million annually for master control services plus the cost to maintain and repair the equipment.

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and Greenville, North Carolina markets.

In exchange for carriage of these networks in their markets, we paid $ 0.3 million for the three months ended March 31, 2025 and $ 0.5 million for the three months ended March 31, 2024 under these agreements.

In exchange for carriage of these networks in their markets, we paid $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.5 million and $ 1.0 million for the three and six months ended June 30, 2024, respectively, under these agreements.

Leased Property by Real Estate Ventures

Prior to September 2024, certain of our real estate ventures entered into leases with entities owned by members of the Smith Family.

Total rent payments received under these leases were $ 0.4 million for the three months ended March 31, 2024.

Total rent payments received under these leases were $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2024, respectively.

WG Communications Group

The wife of Robert Weisbord, our Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”).

We received revenue from advertisers represented by WGC of $ 0.1 million for both the three months ended March 31, 2025 and 2024 and made payments to WGC of less than $ 0.1 million for both the three months ended March 31, 2025 and 2024.

Jason Smith, Executive Vice Chairman of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Company’s Board of Directors.

Jason Smith received total compensation of $ 0.3 million and $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively, consisting of salary and bonus, and was granted 159,607 and 37,566 shares of restricted stock, vesting over two years , for the three months ended March 31, 2025 and 2024, respectively, and 500,000 stock appreciation rights, vesting over two years , for the three months ended March 31, 2024.

We received revenue from advertisers represented by WGC of less than $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively, and made payments to WGC of less than $ 0.1 million for all of the three and six months ended June 30, 2025 and 2024.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Jason Smith, an employee of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Company’s Board of Directors.

Jason Smith received total compensation of $ 0.3 million for both the three months ended June 30, 2025 and 2024 and $ 0.7 million and $ 0.5 million for the six months ended June 30, 2025 and 2024, respectively, consisting of salary and bonus, and was granted 159,607 and 37,566 shares of restricted stock, vesting over two years , for the six months ended June 30, 2025 and 2024, respectively, and 500,000 stock appreciation rights, vesting over two years , for the six months ended June 30, 2024.

Ethan White, an employee of the Company, is the son-in-law of J.

Duncan Smith, who is a Vice President of the Company and Secretary of the Company’s Board of Directors.

Ethan White received total compensation of $ 0.1 million for both the three months ended March 31, 2025 and 2024, consisting of salary, and was granted 3,244 and 1,503 shares of restricted stock, vesting over two years , for the three months ended March 31, 2025 and 2024, respectively.

Ethan White received total compensation of $ 0.1 million for both the three months ended June 30, 2025 and 2024 and $ 0.1 million for both the six months ended June 30, 2025 and 2024, consisting of salary, and was granted 3,244 and 1,503 shares of restricted stock, vesting over two years , for the six months ended June 30, 2025 and 2024, respectively.

Ryan McCoy, an employee of the Company, is the son-in-law of J.

Duncan Smith.

Ryan McCoy received total compensation of less than $ 0.1 million for both the three months ended March 31, 2025 and 2024, consisting of salary.

Ryan McCoy received total compensation of less than $ 0.1 million for both the three months ended June 30, 2025 and 2024 and $ 0.1 million for both the six months ended June 30, 2025 and 2024, consisting of salary.

Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of the Company.

Amberly Thompson received total compensation of less than $ 0.1 million for both the three months ended March 31, 2025 and 2024, consisting of salary, and was granted 285 shares of restricted stock, vesting over two years , for the three months ended March 31, 2025.

Amberly Thompson received total compensation of less than $ 0.1 million for both the three months ended June 30, 2025 and 2024 and $ 0.1 million for both the six months ended June 30, 2025 and 2024, consisting of salary, and was granted 285 shares of restricted stock, vesting over two years , during the six months ended June 30, 2025.

Frederick Smith is the brother of David Smith, Executive Chairman of the Company and Chairman of the Company’s Board of Directors;

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Duncan Smith.

Frederick Smith received total compensation of $ 0.2 million for both the three months ended March 31, 2025 and 2024, consisting of salary and bonus.

Frederick Smith received total compensation of $ 0.2 million for both the three months ended June 30, 2025 and 2024 and $ 0.4 million for both the six months ended June 30, 2025 and 2024, consisting of salary and bonus.

Duncan Smith is the brother of David Smith, Frederick Smith, and Robert Smith.

Duncan Smith received total compensation of $ 0.2 million for both the three months ended March 31, 2025 and 2024, consisting of salary and bonus.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Duncan Smith received total compensation of $ 0.2 million for both the three months ended June 30, 2025 and 2024 and $ 0.4 million for both the six months ended June 30, 2025 and 2024, consisting of salary and bonus.

FAIR VALUE MEASUREMENTS:

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The following table sets forth the face value and fair value of our financial assets and liabilities for the periods presented (in millions):

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Face Value Fair Value Face Value Fair Value

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The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.

(b) T he fair value of the interest rate swap was an asset as of both March 31, 2025 and December 31, 2024.

(b) T he fair value of the interest rate swap was an asset as of both June 30, 2025 and December 31, 2024.

See Hedge Accounting within Note 1.

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Notes Payable, Finance Leases, and Commercial Bank Financing .

(c) Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $ 59 million and $ 36 million as of March 31, 2025 and December 31, 2024, respectively.

(d) STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the three months ended March 31, 2025.

(c) Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $ 58 million and $ 36 million as of June 30, 2025 and December 31, 2024, respectively.

(d) STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the six months ended June 30, 2025.

For further information, see Note 3.

Notes Payable, Finance Leases, and Commercial Bank Financing .

(e) Amounts as of December 31, 2024 primarily related to warrants and options to acquire common equity in Bally’s.

We recorded fair value adjustment losses of $ 8 million and $ 1 million for the three months ended March 31, 2025 and 2024, respectively.

The fair value of the warrants was primarily derived from the quoted trading prices of the underlying common equity.

The fair value of the options was derived utilizing the Black Scholes valuation model.

The most significant inputs included the trading price of the underlying common stock and the exercise price of the options, which range from $ 30 to $ 45 per share.

During the three months ended March 31, 2025, all outstanding awards to acquire common equity in Bally’s were converted to warrants and transferred to Level 2.

(e) Amounts primarily relate to warrants and options to acquire common equity in Bally’s.

We recorded a fair value adjustment loss of $ 8 million for the six months ended June 30, 2025 and losses of $ 7 million and $ 8 million for the three and six months ended June 30, 2024, respectively.

The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity.

The fair value of the options is derived utilizing the Black Scholes valuation model.

The most significant inputs include the trading price of the underlying common stock and the exercise price of the options, which range from $ 30 to $ 45 per share.

During the six months ended June 30, 2025 all outstanding awards to acquire common equity in Bally’s were converted to warrants and transferred to Level 2.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three months ended March 31, 2025 and 2024 (in millions):

Options and Warrants

Three Months Ended March 31, 2025

The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three and six months ended June 30, 2025 and 2024 (in millions):

Three Months Ended June 30, 2025

Fair value at March 31, 2025 $ 2

Fair value at June 30, 2025 $ 2

Six Months Ended June 30, 2025

Fair value at December 31, 2024 $ 68

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Measurement adjustments ( 8 )

Fair value at June 30, 2025 $ 2

Three Months Ended June 30, 2024

Fair value at March 31, 2024 $ 45

Options and Warrants

Three Months Ended March 31, 2024

Measurement adjustments ( 3 )

Fair value at June 30, 2024 $ 42

Six Months Ended June 30, 2024

Fair value at December 31, 2023 $ 46

Measurement adjustments ( 4 )

Fair value at March 31, 2024 $ 45

Fair value at June 30, 2024 $ 42

FINANCIAL STATEMENTS OF SINCLAIR BROADCAST GROUP, LLC

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(in millions) (Unaudited)

As of March 31,

As of June 30,

2025 As of December 31,

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Total assets (a) $ 4,484 $ 4,689

LIABILITIES AND MEMBER’S EQUITY

LIABILITIES AND EQUITY

Current liabilities:

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The accompanying notes are an integral part of these unaudited consolidated financial statements.

(a) Sinclair Broadcast Group, LLC’s (“SBG”) consolidated total assets as of March 31, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $ 66 million and $ 70 million, respectively, which can only be used to settle the obligations of the VIEs.

SBG’s consolidated total liabilities as of March 31, 2025 and December 31, 2024 include total liabilities of VIEs of $ 15 million and $ 16 million, respectively, for which the creditors of the VIEs have no recourse to SBG.

(a) Sinclair Broadcast Group, LLC’s (“SBG”) consolidated total assets as of June 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $ 61 million and $ 70 million, respectively, which can only be used to settle the obligations of the VIEs.

SBG’s consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $ 7 million and $ 16 million, respectively, for which the creditors of the VIEs have no recourse to SBG.

Variable Interest Entities .

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Three Months Ended

Total media revenues $ 694 $ 727

June 30, Six Months Ended

2025 2024 2025 2024

Media revenues $ 679 $ 750 $ 1,373 $ 1,477

OPERATING EXPENSES:

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Total other expense, net ( 75 ) ( 74 ) ( 214 ) ( 118 )

Loss before income taxes ( 127 ) ( 3 )

(Loss) income before income taxes ( 47 ) 3 ( 174 ) —

INCOME TAX BENEFIT 8 1 34 10

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net (loss) income $ ( 39 ) $ 4 $ ( 140 ) $ 10

Unrealized (loss) gain on interest rate swap, net of tax ( 1 ) 4

Unrealized gain (loss) on interest rate swap, net of tax — 1 ( 1 ) 5

Comprehensive (loss) income ( 39 ) 5 ( 141 ) 15

Comprehensive income attributable to the noncontrolling interests ( 2 ) ( 2 ) ( 3 ) ( 3 )

Comprehensive (loss) income attributable to SBG $ ( 103 ) $ 9

Comprehensive (loss) income attributable to Sinclair $ ( 41 ) $ 3 $ ( 144 ) $ 12

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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(in millions) (Unaudited)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Accumulated Deficit Accumulated

Comprehensive

Income Noncontrolling

Noncontrolling

Interests Total Deficit

BALANCE, March 31, 2024 $ ( 795 ) $ 5 $ ( 65 ) $ ( 855 )

Contributions from member, net 79 — — 79

Distributions to noncontrolling interests — — ( 3 ) ( 3 )

Other comprehensive income — 1 — 1

Net income 2 — 2 4

BALANCE, June 30, 2024 $ ( 714 ) $ 6 $ ( 66 ) $ ( 774 )

Six Months Ended June 30, 2024

Accumulated Deficit Accumulated

Comprehensive

Noncontrolling

Interests Total Deficit

BALANCE, December 31, 2023 $ ( 865 ) $ 1 $ ( 64 ) $ ( 928 )

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Net income 7 — 3 10

BALANCE, March 31, 2024 $ ( 795 ) $ 5 $ ( 65 ) $ ( 855 )

BALANCE, June 30, 2024 $ ( 714 ) $ 6 $ ( 66 ) $ ( 774 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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(in millions) (Unaudited)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Accumulated Deficit Accumulated

Comprehensive

Income Noncontrolling

Noncontrolling

Interests Total Deficit

BALANCE, March 31, 2025 $ ( 661 ) $ 1 $ ( 69 ) $ ( 729 )

Distributions to member, net ( 12 ) — — ( 12 )

Distributions to noncontrolling interests — — ( 3 ) ( 3 )

Acquisition of noncontrolling interests ( 1 ) — 1 —

Net (loss) income ( 41 ) — 2 ( 39 )

BALANCE, June 30, 2025 $ ( 715 ) $ 1 $ ( 69 ) $ ( 783 )

Six Months Ended June 30, 2025

Accumulated Deficit Accumulated

Comprehensive

Noncontrolling

Interests Total Deficit

BALANCE, December 31, 2024 $ ( 560 ) $ 2 $ ( 68 ) $ ( 626 )

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Distributions to noncontrolling interests — — ( 5 ) ( 5 )

Acquisition of noncontrolling interests ( 1 ) 1 —

Other comprehensive loss — ( 1 ) — ( 1 )

Net (loss) income ( 143 ) — 3 ( 140 )

BALANCE, March 31, 2025 $ ( 661 ) $ 1 $ ( 69 ) $ ( 729 )

BALANCE, June 30, 2025 $ ( 715 ) $ 1 $ ( 69 ) $ ( 783 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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(in millions) (Unaudited)

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Six Months Ended June 30,

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

Net (loss) income $ ( 140 ) $ 10

Adjustments to reconcile net (loss) income to net cash flows from operating activities:

Adjustments to reconcile net (loss) income to net cash flows from (used in) operating activities:

Amortization of definite-lived intangible and other assets 60 65

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Change in assets and liabilities, net of acquisitions:

Increase in accounts receivable ( 20 ) ( 10 )

Increase in prepaid expenses and other current assets ( 8 ) ( 2 )

Decrease (increase) in accounts receivable 23 ( 37 )

Decrease in prepaid expenses and other current assets 7 14

Net change in due to/from member 1 39

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Other, net 12 ( 43 )

Net cash flows from operating activities 34 17

CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:

Net cash flows from (used in) operating activities 113 ( 312 )

CASH FLOWS USED IN INVESTING ACTIVITIES:

Acquisition of property and equipment ( 33 ) ( 44 )

Purchases of investments ( 1 ) ( 2 )

Distributions and proceeds from investments — 26

Other, net — 2

Net cash flows (used in) from investing activities ( 15 ) 5

CASH FLOWS USED IN FINANCING ACTIVITIES:

Net cash flows used in investing activities ( 34 ) ( 18 )

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:

Proceeds from notes payable and commercial bank financing 1,430 —

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(Distributions to) contributions from member, net ( 47 ) 111

Distributions to noncontrolling interests, net ( 2 ) ( 2 )

Net cash flows used in financing activities ( 33 ) ( 4 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 14 ) 18

Distributions to noncontrolling interests ( 5 ) ( 5 )

Net cash flows (used in) from financing activities ( 146 ) 63

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 67 ) ( 267 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period 291 319

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The content, distributed through SBG’s broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news and other original programming produced by SBG and SBG owned networks.

For the quarter ended March 31, 2025, SBG had one reportable segment:

For the quarter ended June 30, 2025, SBG had one reportable segment:

The local media segment consists primarily of SBG’s 185 broadcast television stations in 85 markets, which SBG owns, provides programming and operating services pursuant to agreements commonly referred to as local marketing agreements (“LMA”), or provides sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (“JSA”) and shared services agreements (“SSA”)).

These stations broadcast 640 channels as of March 31, 2025.

These stations broadcast 646 channels as of June 30, 2025.

For the purpose of this report, these 185 stations and 646 channels are referred to as “SBG” stations and channels.

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Interim Financial Statements

SBG’s consolidated financial statements for the three months ended March 31, 2025 and 2024 are unaudited.

SBG’s consolidated financial statements for the three and six months ended June 30, 2025 and 2024 are unaudited.

In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statements of member’s deficit and noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.

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Supplemental Information - Statements of Cash Flows

Leased assets obtained in exchange for new operating lease liabilities were $ 3 million and $ 2 million for the three months ended March 31, 2025 and 2024, respectively.

Leased assets obtained in exchange for new finance lease liabilities were $ 7 million for the three months ended March 31, 2024.

Non-cash investing activities included property and equipment purchases of $ 5 million for both the three months ended March 31, 2025 and 2024.

SBG received equity shares in investments valued at $ 8 million and $ 3 million for the three months ended March 31, 2025 and 2024, respectively, in exchange for an equivalent value of advertising spots.

Included in (distributions to) contributions from member, net within cash flows used in financing activities in SBG’s consolidated statements of cash flows, were dividends to Sinclair to fund its portion of the dividends to Sinclair shareholders and parent company expenses of $ 30 million and $ 25 million for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2024 these dividends were offset by a contribution from member related to the $ 50 million from Sinclair Ventures, LLC (“Ventures”) related to the Diamond Sports Group, LLC (“DSG”) litigation settlement (see Note 4.

Commitments and Contingencies for further detail).

Leased assets obtained in exchange for new operating lease liabilities were $ 4 million and $ 3 million for the six months ended June 30, 2025 and 2024, respectively.

Leased assets obtained in exchange for new finance lease liabilities were $ 7 million for the six months ended June 30, 2024.

Non-cash investing activities included property and equipment purchases of $ 5 million for both the six months ended June 30, 2025 and 2024.

SBG received equity shares in investments valued at $ 17 million and $ 4 million for the six months ended June 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

Included in (distributions to) contributions from member, net within cash flows (used in) from financing activities in SBG’s consolidated statements of cash flows, were dividends to Sinclair to fund its portion of the dividends to Sinclair shareholders and parent company expenses of $ 57 million and $ 52 million for the six months ended June 30, 2025 and 2024, respectively.

These dividends were offset by a contribution from member related to $ 11 million from Sinclair Ventures, LLC (“Ventures”) related to cash tax payments associated with the emergence of Diamond Sports Group, LLC (“DSG”) from Chapter 11 bankruptcy protection for the six months ended June 30, 2025 and $ 148 million from Ventures related to the DSG litigation settlement (see Note 4.

Commitments and Contingencies for further detail) for the six months ended June 30, 2024.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

The following table presents SBG’s revenue disaggregated by type and segment (in millions):

For the three months ended March 31, 2025 Local Media

For the three months ended June 30, 2025 Local Media

Distribution revenue $ 380

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Political advertising revenue 6

Other media and intercompany revenues 22

Other media 21

Total revenues $ 679

For the three months ended March 31, 2024 Local Media

For the six months ended June 30, 2025 Local Media

Distribution revenue $ 775

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Political advertising revenue 12

Other media and intercompany revenues 35

Other media 43

Total revenues $ 1,373

For the three months ended June 30, 2024 Local Media

Distribution revenue $ 384

Core advertising revenue 285

Political advertising revenue 40

Other media 41

Total revenues $ 750

For the six months ended June 30, 2024 Local Media

Distribution revenue $ 768

Core advertising revenue 569

Political advertising revenue 64

Other media 76

Total revenues $ 1,477

Distribution Revenue.

SBG generates distribution revenue through fees received from multi-channel video programming distributors (“MVPD”) and virtual MVPDs (“vMVPD,” and together with MVPDs, “Distributors”) for the right to distribute SBG’s stations and other properties.

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SBG classifies deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in SBG’s consolidated balance sheets based on the timing of when SBG expects to satisfy performance obligations.

Deferred revenue was $ 177 million and $ 163 million as of March 31, 2025 and December 31, 2024, respectively, of which $ 107 million and $ 112 million, respectively, was reflected in other long-term liabilities in SBG’s consolidated balance sheets.

Deferred revenue recognized for the three months ended March 31, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $ 19 million and $ 15 million, respectively.

For the three months ended March 31, 2025, two customers accounted for 11 % and 10 %, respectively, of SBG’s total revenues.

For the three months ended March 31, 2024, two customers accounted for 11 % and 11 %, respectively, of SBG’s total revenues.

As of March 31, 2025, three customers accounted for 12 %, 12 %, and 11 %, respectively, of SBG’s accounts receivable, net.

Deferred revenue was $ 168 million and $ 163 million as of June 30, 2025 and December 31, 2024, respectively, of which $ 101 million and $ 112 million, respectively, was reflected in other long-term liabilities in SBG’s consolidated balance sheets.

Deferred revenue recognized for the six months ended June 30, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $ 34 million and $ 26 million, respectively.

For the three months ended June 30, 2025, two customers accounted for 12 % and 11 %, respectively, of SBG’s total revenues.

For the six months ended June 30, 2025, two customers accounted for 12 % and 11 %, respectively, of SBG’s total revenues.

For the three months ended June 30, 2024, two customers accounted for 12 % and 10 %, respectively, of SBG’s total revenues.

For the six months ended June 30, 2024, two customers accounted for 11 % and 10 %, respectively, of SBG’s total revenues.

As of June 30, 2025, three customers accounted for 13 %, 10 %, and 10 %, respectively, of SBG’s accounts receivable, net.

As of December 31, 2024, four customers accounted for 11 %, 10 %, 10 %, and 10 %, respectively, of SBG’s accounts receivable, net.

1 unchanged sentence

Station Disposals

During the three months ended March 31, 2025, SBG entered into an asset purchase agreement with a counterparty to sell SBG’s owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for approximately $ 30 million.

As of March 31, 2025, SBG classified the related assets and liabilities as held-for-sale in SBG’s consolidated balance sheets.

As of March 31, 2025, amounts classified as assets held-for-sale in SBG’s consolidated balance sheets primarily consist of accounts receivable of $ 10 million, property and equipment of $ 23 million, and other assets of $ 3 million and amounts classified as liabilities held-for-sale in SBG’s consolidated balance sheets primarily consist of accounts payable and accrued liabilities of $ 3 million and current portion of program contracts payable of $ 1 million.

Additionally, during the three months ended March 31, 2025, SBG accrued the estimated loss expected to be recognized upon closing of the sale of approximately $ 17 million, which is included within loss on asset dispositions and other, net within SBG’s consolidated statements of operations and SBG’s local media segment within Note 5.

Segment Data .

In March 2025, SBG entered into an asset purchase agreement with a counterparty to sell SBG’s owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for approximately $ 30 million.

As of June 30, 2025, SBG classified the related assets and liabilities as held-for-sale in SBG’s consolidated balance sheets.

As of June 30, 2025, amounts classified as assets held-for-sale in SBG’s consolidated balance sheets primarily consist of accounts receivable of $ 9 million and property and equipment of $ 23 million and amounts classified as liabilities held-for-sale in SBG’s consolidated balance sheets primarily consist of accounts payable and accrued liabilities of $ 2 million and current portion of program contracts payable of $ 1 million.

Additionally, during the six months ended June 30, 2025, SBG accrued the estimated loss expected to be recognized upon closing of the sale of approximately $ 17 million, which is included within loss on asset dispositions and other, net within SBG’s consolidated statements of operations and SBG’s local media segment within Note 5.

Segment Data and was recorded to reflect the underlying assets at the lower of carrying value and fair value.

The sale was completed on July 8, 2025.

SBG’s income tax provision for all periods consists of federal and state income taxes.

SBG provides a valuation allowance for deferred tax assets if it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.

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A valuation allowance has been provided for deferred tax assets related to a substantial amount of SBG’s 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.

SBG’s effective income tax rate for the three months ended March 31, 2025 approximated the statutory rate.

SBG’s effective income tax rate for the three months ended March 31, 2024 was greater than the statutory rate primarily due to an immaterial $ 7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

On July 4, 2025, the One Big, Beautiful Bill (“OBBB”) was enacted.

The OBBB is a comprehensive tax reform package that includes significant changes to corporate tax policy.

While the Company is currently evaluating the full impact of OBBB, it does not expect a material impact on its financial statements.

The Company will continue to assess the implications of OBBB and will provide further update in its subsequent quarterly filings.

SBG’s effective income tax rate for the three months ended June 30, 2025 was less than the statutory rate primarily due to the impact of state taxes.

SBG’s effective income tax rate for the six months ended June 30, 2025 approximated the statutory rate.

SBG's effective income tax rate for the three months ended June 30, 2024 was greater than the statutory rate primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims.

SBG's effective income tax rate for the six months ended June 30, 2024 was less than the statutory rate primarily due to an immaterial $ 7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SBG believes that its liability for unrecognized tax benefits could be reduced by up to $ 3 million, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.

1 unchanged sentence

Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

OTHER ASSETS:

Other assets as of March 31, 2025 and December 31, 2024 consisted of the following (in millions):

As of March 31,

Other assets as of June 30, 2025 and December 31, 2024 consisted of the following (in millions):

As of June 30,

2025 As of December 31,

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Additionally, certain investments were measured at net asset value (“NAV”).

Investments measured at NAV were $ 9 million and $ 5 million as of March 31, 2025 and December 31, 2024, respectively.

Investments accounted for utilizing the measurement alternative were $ 11 million and $ 8 million as of March 31, 2025 and December 31, 2024, respectively.

There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for the three months ended March 31, 2025 and 2024.

Investments measured at NAV were $ 12 million and $ 5 million as of June 30, 2025 and December 31, 2024, respectively.

Investments accounted for utilizing the measurement alternative were $ 17 million and $ 8 million as of June 30, 2025 and December 31, 2024, respectively.

There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for any of the three and six months ended June 30, 2025 and 2024.

NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:

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As a result, the remaining $ 3 million of Term Loan B-3 and the remaining $ 75 million of commitments under the existing revolving credit facility are ranked as third lien obligations.

STG issued $ 1,430 million aggregate principal amount of 8.125 % first-out first lien secured notes due 2033 (the “ 8.125 % First-Out Notes”), which mature on February 15, 2033.

The proceeds from the 8.125 % First-Out Notes were used to repay in full the $ 1,175 million aggregate principal amounts outstanding of Term Loan B-2 due 2026, a pproximately $ 63.6 million aggregate principal amount of 4.125 % Senior Secured Notes due 2030 at 84 % of the principal amount, and a pproximately $ 104 million aggregate principal amount of 5.125 % Senior Notes due 2027 at 97 % of the principal amount and to pay fees and expenses related to the Transactions.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

STG issued $ 1,430 million aggregate principal amount of 8.125 % first-out first lien secured notes due 2033 (the “ 8.125 % First-Out Notes”), which mature on February 15, 2033.

Exchanged $ 432 million aggregate principal amount of the existing 4.125 % Senior Secured Notes due 2030 into 9.750 % senior secured second lien notes due 2033 (the “ 9.750 % Second Lien Notes”), which mature on February 15, 2033.

1 unchanged sentence

For the three months ended March 31, 2025 , we recognized a gain on extinguishment of the 4.125 % Senior Secured Notes due 2030 and 5.125 % Senior Notes due 2027 of $ 5 million and $ 3 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $ 6 million.

For the six months ended June 30, 2025 , SBG recognized a gain on extinguishment of the 4.125 % Senior Secured Notes due 2030 and 5.125 % Senior Notes due 2027 of $ 5 million and $ 3 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $ 6 million.

1 unchanged sentence

The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.

Prior to February 15, 2028, December 1, 2025, and February 15, 2027, we may redeem the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to 100 % of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures.

On or prior to February 15, 2028 and February 15, 2027, we may redeem up to 40 % of the aggregate principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, at a price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings.

Prior to February 15, 2028 and February 15, 2027, we may redeem the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions.

Beginning on December 1, 2025, we may redeem some or all of the 4.375 % Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Prior to February 15, 2028, December 1, 2025, and February 15, 2027, STG may redeem the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to 100 % of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures.

On or prior to February 15, 2028 and February 15, 2027, STG may redeem up to 40 % of the aggregate principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, at a price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings.

Prior to February 15, 2028 and February 15, 2027, STG may redeem the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions.

Beginning on December 1, 2025, STG may redeem some or all of the 4.375 % Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

In addition, upon the sale of certain of STG’s assets or certain changes of control, STG may be required to offer to repurchase some or all of the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes.

Since there was no utilization under the First-Out Revolving Credit Facility as of March 31, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement.

As of March 31, 2025, the STG first-out first lien leverage ratio was below 3.5 x.

The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of March 31, 2025.

During the three months ended March 31, 2024, STG purchased $ 27 million aggregate principal amount of Term Loan B-2, due September 30, 2026, for consideration of $ 25 million.

The portions of Term Loan B-2 purchased were canceled immediately following their acquisition.

STG recognized a gain on extinguishment of the Term Loan B-2 of $ 1 million for the three months ended March 31, 2024.

In April 2025, STG repurchased $ 66 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 62 million.

The 5.125 % Senior Notes due 2027 acquired in April 2025 were canceled immediately following their acquisition.

Since there was no utilization under the First-Out Revolving Credit Facility as of June 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement.

As of June 30, 2025, the STG first-out first lien leverage ratio was below 3.5 x.

The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of June 30, 2025.

During the three months ended June 30, 2025, STG repurchased $ 81 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 77 million.

The 5.125 % Senior Notes due 2027 acquired were canceled immediately following their acquisition.

SBG recognized a gain on extinguishment of the 5.125 % Senior Notes due 2027 of $ 4 million for both the three and six months ended June 30, 2025.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2024, STG purchased $ 27 million aggregate principal amount of Term Loan B-2, due September 30, 2026, for consideration of $ 25 million.

The portions of Term Loan B-2 purchased were canceled immediately following their acquisition.

SBG recognized a gain on extinguishment of the Term Loan B-2 of $ 1 million for the six months ended June 30, 2024.

Finance Leases to Affiliates

The current portion of notes payable, finance leases, and commercial bank financing in SBG’s consolidated balance sheets includes finance leases to affiliates of $ 3 million as of both March 31, 2025 and December 31, 2024.

Notes payable, finance leases, and commercial bank financing, less current portion, in SBG’s consolidated balance sheets includes finances leases to affiliates of $ 8 million and $ 9 million as March 31, 2025 and December 31, 2024, respectively.

Notes payable, finance leases, and commercial bank financing, less current portion, in SBG’s consolidated balance sheets includes finances leases to affiliates of $ 8 million and $ 9 million as of June 30, 2025 and December 31, 2024, respectively.

Related Person Transactions .

Debt of Variable Interest Entities and Guarantees of Third-Party Obligations

SBG provides a guarantee of certain obligations of a regional sports network subject to a maximum annual amount of $ 122 million with annual escalations of 4 % for the next four years .

As described under Note 4.

Commitments and Contingencies , SBG believes that as of January 1, 2025, SBG has no further obligations related to this guarantee, however the counterparty associated with the related agreement may not agree with SBG’s conclusion.

We provide a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $ 455 million for the years 2025 through 2029.

We accrued $ 37 million related to this obligation for both the three and six months ended June 30, 2025, included in loss on asset dispositions and other, net in SBG’s consolidated statements of operations.

As of June 30, 2025, $ 24 million and $ 13 million of this obligation are reflected in accounts payable and accrued liabilities and other long-term liabilities, respectively, in SBG’s consolidated balance sheets.

Commitments and Contingencies for further discussion.

Interest Rate Swap

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Nature of Operations and Summary of Significant Accounting Policies for further discussion.

As of both March 31, 2025 and December 31, 2024, the fair value of the interest rate swap was an asset o f $ 1 million which is recorded in other assets in SBG’s consolidated balance sheets.

The fair value of the interest rate swap was an asset o f $ 1 million as of June 30, 2025, which is recorded in prepaid expenses and other current assets in SBG’s consolidated balance sheets, and an asset of $ 1 million as of December 31, 2024, which is recorded in other assets in SBG’s consolidated balance sheets.

SINCLAIR BROADCAST GROUP, LLC

14 unchanged sentences

On January 29, 2024, the Company filed (1) an opposition to the motion for substitution and (2) a motion to dismiss the petition to deny the renewal applications.

An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024, and the matter remains pending.

Licensees are authorized to continue operating stations in accordance with their existing licenses while their renewal applications are pending before the FCC.

The Company timely opposed the petition on April 24, 2025, the petitioner filed a reply on May 1, 2025, and the matter remains pending.

An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024.

On June 27, 2025, the FCC (i) denied the motion for substitution;

(ii) dismissed the petition to deny;

and (iii) granted the license renewal applications of WBFF(TV), WUTV(TV), and WNUV(TV).

The Company timely opposed the petition on April 24, 2025, the petitioner filed a reply on May 1, 2025.

On July 1, 2025, the FCC dismissed that petition to deny and granted the applications.

7 unchanged sentences

The Company is not a party to this forfeiture order.

however, SBG’s consolidated financial statements include an accrual of additional expenses of $ 8 million for the above legal matters during the year ended December 31, 2021, as SBG consolidates these stations as VIEs.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 SBG stations and several stations with whom SBG has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018.

The NAL proposed a fine of $ 2.7 million against SBG, and fines ranging from $ 20,000 to $ 26,000 per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $ 3.4 million.

As of March 31, 2025, SBG has accrued $ 3.4 million.

On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount.

The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024 and the matter remains pending.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On September 6, 2024, the FCC issued a forfeiture order imposing the fine as proposed in the NAL.

The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024.

On June 27, 2025, the FCC adopted an Order and Consent Decree pursuant to which the Company agreed to make a voluntary contribution of $ 500,000 to resolve, without any admission of liability, the forfeiture order (with respect to SBG stations), a closed captioning investigation of SBG station WUHF in Rochester, NY, and matters relating to certain of SBG’s pending station renewal applications.

The consent decree states the forfeiture order will be resolved by separate action with respect to the non-SBG licensees.

As part of the consent decree, the Company also agreed to implement a two-year compliance plan relating to the FCC’s limits on commercial matter in children’s programming and closed captioning rules, and the FCC agreed to grant the license renewal applications of all SBG stations involved in the matters resolved by the consent decree.

The Company made the $ 500,000 voluntary contribution on July 9, 2025.

Other Matters

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At the March 18, 2025 status conference, the Court also set a tentative trial date of April 1, 2026, and stated its expectations that depositions will resume.

The Company continues to believe the lawsuits are without merit and intend to vigorously defend themselves against all such claims.

The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On July 19, 2023, as part of the bankruptcy proceedings of DSG, at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.

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The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA.

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On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, SBG’s equity interest in DSG was terminated.

As described under Note 3.

Notes Payable, Finance Leases, and Commercial Bank Financing , SBG has provided a guarantee that requires SBG to provide funding to the Marquee Sports Network (“Marquee”) under certain circumstances.

SBG has provided a guarantee that requires SBG to provide funding to Marquee.

On July 19, 2024, Marquee sent SBG a funding notice seeking $ 29 million under the Marquee guarantee by August 1, 2024 purportedly to make payments under certain agreements to affiliates of the Chicago Cubs, an affiliate of which is also a co-owner of Marquee.

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On August 2, 2024, Marquee sent SBG another letter claiming that SBG’s failure to timely pay the amounts subject to Marquee’s funding notice constitutes a breach of the Marquee guarantee and requesting payment of such amounts no later than August 17, 2024 at which time Marquee has stated it will pursue any and all available remedies pursuant to the Marquee guarantee.

As of January 1, 2025, SBG believes SBG has no further obligations related to the guarantee, however, Marquee may not agree with SBG’s conclusion.

This dispute may result in litigation, and based on SBG’s expectation of Marquee’s claims, SBG believes that it has meritorious defenses and intends to vigorously defend against such claims.

As of January 1, 2025, SBG determined SBG had no further obligations under the guarantee agreement.

Marquee disputed this position, and on June 9, 2025, SBG entered into a binding term sheet to settle the matter.

As part of the settlement, the parties agreed that the guarantee would be in effect through 2029;

however, the maximum obligation under the guarantee agreement was reduced.

As a result of the execution of this binding term sheet, SBG has concluded that SBG’s obligation to pay under a portion of the guarantee is probable and the loss related thereto could be reasonably estimated, thus recorded an estimated obligation related to this arrangement during the three months ended June 30, 2025 (as further discussed in Note 3.

Notes Payable, Finance Leases, and Commercial Bank Financing ).

Because loss contingencies are inherently unpredictable and unfavorable developments can occur, the assessment requires judgment about future events.

Moreover, there is no assurance that contingencies will be satisfied and the ultimate loss may differ materially from the estimated obligation SBG has recorded.

SINCLAIR BROADCAST GROUP, LLC

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SBG measures segment performance based on operating income (loss).

For the quarter ended March 31, 2025, SBG had one reportable segment:

For the quarter ended June 30, 2025, SBG had one reportable segment:

The local media segment includes SBG’s television stations, original networks, and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees.

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Segment financial information is included in the following tables for the periods presented (in millions):

As of March 31, 2025 Local Media Corporate Consolidated

As of June 30, 2025 Local Media Corporate Consolidated

Assets $ 4,423 $ 61 $ 4,484

For the three months ended March 31, 2025 Local Media

For the three months ended June 30, 2025 Local Media Corporate Consolidated

Revenue $ 679 $ — $ 679

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Corporate general and administrative expenses 27 — 27

Loss on asset dispositions and other, net 8

(Gain) loss on asset dispositions and other, net ( 28 ) 37 9

Other segment items (a) 2 — 2

Operating income $ 12

Operating income (loss) $ 65 $ ( 37 ) $ 28

Interest expense including amortization of debt discount and deferred financing costs $ 82 $ — $ 82

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Loss before income taxes $ ( 47 )

For the three months ended March 31, 2024 Local Media

For the six months ended June 30, 2025 Local Media Corporate Consolidated

Revenue $ 1,373 $ — $ 1,373

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Corporate general and administrative expenses 64 — 64

(Gain) loss on asset dispositions and other, net ( 20 ) 37 17

Other segment items (a) 4 — 4

Operating income $ 41

Operating income (loss) $ 77 $ ( 37 ) $ 40

Interest expense including amortization of debt discount and deferred financing costs $ 226 $ — $ 226

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Loss before income taxes $ ( 174 )

(a) Other segment items relate primarily to non-media expenses.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2024 Local Media Corporate Consolidated

Revenue $ 750 $ — $ 750

Media programming and production expenses 382 — 382

Media selling, general and administrative expenses 178 — 178

Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 58 — 58

Amortization of program costs 18 — 18

Corporate general and administrative expenses 29 6 35

Other segment items (a) 2 — 2

Operating income (loss) $ 83 $ ( 6 ) $ 77

Interest expense including amortization of debt discount and deferred financing costs $ 76 $ — $ 76

Other income, net 2 — 2

Income before income taxes $ 3

For the six months ended June 30, 2024 Local Media Corporate Consolidated

Revenue $ 1,477 $ — $ 1,477

Media programming and production expenses 765 — 765

Media selling, general and administrative expenses 361 — 361

Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 116 — 116

Amortization of program costs 37 — 37

Corporate general and administrative expenses 70 6 76

Other segment items (a) 4 — 4

Operating income (loss) $ 124 $ ( 6 ) $ 118

Interest expense including amortization of debt discount and deferred financing costs $ 152 $ — $ 152

Gain on extinguishment of debt 1 — 1

Other income, net 33 — 33

Income before income taxes $ —

(a) Other segment items relate primarily to non-media expenses.

VARIABLE INTEREST ENTITIES:

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The fees paid between SBG and the licensees pursuant to these arrangements are eliminated in consolidation.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in SBG’s consolidated balance sheets as of the dates presented, were as follows (in millions):

As of March 31,

As of June 30,

2025 As of December 31,

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The amounts above represent the combined assets and liabilities of the VIEs described above, for which SBG is the primary beneficiary.

The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE.

As of March 31, 2025, all of the liabilities are non-recourse to SBG except for the debt of certain VIEs.

As of June 30, 2025, all of the liabilities are non-recourse to SBG except for the debt of certain VIEs.

See Debt of variable interest entities and guarantees of third-party obligations under Note 3.

1 unchanged sentence

The risk and reward characteristics of the VIEs are similar.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

RELATED PERSON TRANSACTIONS:

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Certain assets used by SBG and SBG’s operating subsidiaries are leased from entities owned by the Sinclair controlling shareholders.

Lease payments made to these entities were $ 2 million for both the three months ended March 31, 2025 and 2024.

For further information, see Note 3.

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SBG leases aircraft owned by certain Sinclair controlling shareholders.

For all leases, SBG incurred expenses of $ 0.2 million for the three months ended March 31, 2025.

For all leases, SBG incurred expenses of $ 0.2 million for the six months ended June 30, 2025 and less than $ 0.1 million for both the three and six months ended June 30, 2024.

The Baltimore Sun .

David Smith is the majority shareholder of The Baltimore Sun.

STG has entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing.

In relation to these agreements, SBG recorded revenue of less than $ 0.1 million for both the three and six months ended June 30, 2025.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Cunningham Broadcasting Corporation

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A portion of the fee is required to be applied to the purchase price to the extent of the 6 % increase.

The cumulative prepayments made under these purchase agreements were $ 70 million and $ 69 million as of March 31, 2025 and December 31, 2024, respectively.

The remaining aggregate purchase price of these stations, net of prepayments, as of both March 31, 2025 and December 31, 2024, was approximately $ 54 million.

The cumulative prepayments made under these purchase agreements were $ 71 million and $ 69 million as of June 30, 2025 and December 31, 2024, respectively.

The remaining aggregate purchase price of these stations, net of prepayments, as of both June 30, 2025 and December 31, 2024, was approximately $ 54 million.

Additionally, SBG provides services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and has a purchase option to acquire for $ 0.2 million.

SBG paid Cunningham, under these agreements, $ 3 million for both the three months ended March 31, 2025 and 2024.

SBG paid Cunningham, under these agreements, $ 3 million and $ 6 million for the three and six months ended June 30, 2025, respectively, and $ 3 million and $ 6 million for the three and six months ended June 30, 2024, respectively.

As SBG consolidates the licensees as VIEs, the amounts SBG earns or pays under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in SBG’s consolidated statements of operations.

SBG’s consolidated revenues include $ 34 million for both the three months ended March 31, 2025 and 2024 related to the Cunningham Stations.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SBG has an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in June 2025.

SBG’s consolidated revenues include $ 31 million and $ 65 million for the three and six months ended June 30, 2025, respectively, and $ 34 million and $ 68 million for the three and six months ended June 30, 2024, respectively, related to the Cunningham Stations.

SBG has an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in December 2025.

Under the agreement, Cunningham paid SBG an initial fee of $ 1 million and pays SBG $ 0.3 million annually for master control services plus the cost to maintain and repair the equipment.

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and Greenville, North Carolina markets.

In exchange for carriage of these networks in their markets, SBG paid $ 0.3 million for the three months ended March 31, 2025 and $ 0.5 million for the three months ended March 31, 2024, respectively, under these agreements.

In exchange for carriage of these networks in their markets, SBG paid $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.5 million and $ 1.0 million for the three and six months ended June 30, 2024, respectively, under these agreements.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

WG Communications Group

The wife of Robert Weisbord, our Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”).

The wife of Robert Weisbord, SBG’s Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”).

SBG received revenue from advertisers represented by WGC of less than $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively, and made payments to WGC of less than $ 0.1 million for all of the three and six months ended June 30, 2025 and 2024.

Sinclair, Inc.

Sinclair is the sole member of SBG.

SBG recorded revenue of $ 3 million for the three months ended March 31, 2025 and $ 2 million for the three months ended March 31, 2024 related to sales services provided by SBG to Sinclair, and certain of its direct and indirect subsidiaries.

SBG recorded expenses of $ 4 million for the three months ended March 31, 2025 and $ 2 million for the three months ended March 31, 2024 related to digital advertising services provided by Sinclair, and certain of its direct and indirect subsidiaries, to SBG.

SBG made net cash distributions of $ 46 million to Sinclair, and certain of its direct and indirect subsidiaries, for the three months ended March 31, 2025.

SBG received net cash payments of $ 15 million from Sinclair, and certain of its direct and indirect subsidiaries, for the three months ended March 31, 2024.

As of March 31, 2025 and December 31, 2024, SBG had a payable to Sinclair, and certain of its direct and indirect subsidiaries, of $ 2 million and $ 3 million, respectively, included within other current liabilities in SBG’s consolidated balance sheets.

Jason Smith, Executive Vice Chairman, is the son of Frederick Smith, who is a Vice President of SBG and a member of SBG’s Board of Managers.

Jason Smith received total compensation of $ 0.3 million and $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively, consisting of salary and bonus, and was granted 159,607 and 37,566 shares of restricted stock, vesting over two years for the three months ended March 31, 2025 and 2024, respectively, and 500,000 stock appreciation rights, vesting over two years , for the three months ended March 31, 2024.

SBG recorded revenue of $ 3 million and $ 6 million for the three and six months ended June 30, 2025, respectively, and $ 3 million and $ 5 million for the three and six months ended June 30, 2024, respectively, related to sales services provided by SBG to Sinclair, and certain of its direct and indirect subsidiaries.

SBG recorded expenses of $ 5 million and $ 9 million for the three and six months ended June 30, 2025, respectively, and $ 3 million and $ 5 million for the three and six months ended June 30, 2024, respectively, related to digital advertising services provided by Sinclair, and certain of its direct and indirect subsidiaries, to SBG.

SBG made net cash distributions of $ 36 million and $ 82 million to Sinclair, and certain of its direct and indirect subsidiaries, for the three and six months ended June 30, 2025, respectively.

SBG received net cash payments of $ 57 million and $ 72 million from Sinclair, and certain of its direct and indirect subsidiaries, for the three and six months ended June 30, 2024, respectively.

As of both June 30, 2025 and December 31, 2024, SBG had a payable to Sinclair, and certain of its direct and indirect subsidiaries, of $ 3 million, included within other current liabilities in SBG’s consolidated balance sheets.

Jason Smith, an employee of SBG, is the son of Frederick Smith, who is a Vice President of SBG and a member of SBG’s Board of Managers.

Ethan White, an employee of SBG, is the son-in-law of J.

Duncan Smith, who is a Vice President of SBG and a member of SBG’s Board of Managers.

Ryan McCoy, an employee of SBG, is the son-in-law of J.

Duncan Smith.

Ryan McCoy received total compensation of less than $ 0.1 million for both the three months ended March 31, 2025 and 2024, consisting of salary.

Amberly Thompson, an employee of SBG, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of SBG.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Amberly Thompson, an employee of SBG, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of SBG.

Frederick Smith is the brother of David Smith, Executive Chairman of SBG and a member of SBG’s Board of Managers;

1 unchanged sentence

Duncan Smith.

Frederick Smith received total compensation of $ 0.2 million for both the three months ended March 31, 2025 and 2024, consisting of salary and bonus.

Duncan Smith is the brother of David Smith, Frederick Smith, and Robert Smith.

Duncan Smith received total compensation of $ 0.2 million for both the three months ended March 31, 2025 and 2024, consisting of salary and bonus.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS:

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The following table sets forth the face value and fair value of SBG’s financial assets and liabilities for the periods presented (in millions):

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Face Value Fair Value Face Value Fair Value

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N/A - Not applicable

(a) T he fair value of the interest rate swap was an asset as of both March 31, 2025 and December 31, 2024.

(a) T he fair value of the interest rate swap was an asset as of both June 30, 2025 and December 31, 2024.

For further information, s ee Hedge Accounting within Note 1.

1 unchanged sentence

Notes Payable, Finance Leases, and Commercial Bank Financing.

(b) Amounts are carried in SBG’s consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $ 59 million and $ 36 million as of March 31, 2025 and December 31, 2024, respectively.

(c) STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the three months ended March 31, 2025.

(b) Amounts are carried in SBG’s consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $ 58 million and $ 36 million as of June 30, 2025 and December 31, 2024, respectively.

(c) STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the six months ended June 30, 2025.

For further information, see Note 3.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements