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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 400 added, 347 removed, 1255 unchanged (37% of the section changed)

5 unchanged sentences

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

As of June 30,

As of September 30,

2025 As of December 31,

4 unchanged sentences

Prepaid expenses and other current assets 180 146

Assets held-for-sale 33 —

Total current assets 1,339 1,485

15 unchanged sentences

Other current liabilities 76 60

Liabilities held-for-sale 4 —

Total current liabilities 666 605

17 unchanged sentences

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

(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.

(a) Our consolidated total assets as of September 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $ 78 million and $ 70 million, respectively, which can only be used to settle the obligations of the VIEs.

Our consolidated total liabilities as of September 30, 2025 and December 31, 2024 include total liabilities of VIEs of $ 9 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Non-media revenues 7 10 13 16

Total revenues 784 829 1,560 1,627

Media revenue $ 765 $ 908 $ 2,312 $ 2,519

Non-media revenue 8 9 21 25

Total revenue 773 917 2,333 2,544

OPERATING EXPENSES:

6 unchanged sentences

Amortization of definite-lived intangible assets 37 37 108 113

Loss on asset dispositions and other, net 9 2 17 2

Gain on asset dispositions and other, net ( 36 ) ( 13 ) ( 19 ) ( 11 )

Total operating expenses 715 738 2,240 2,259

4 unchanged sentences

(Loss) income from equity method investments ( 2 ) — ( 9 ) 92

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

Other income (expense), net 29 24 ( 55 ) 22

Total other expense, net ( 58 ) ( 54 ) ( 369 ) ( 115 )

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

Income (loss) before income taxes — 125 ( 276 ) 170

INCOME TAX BENEFIT (PROVISION) 1 ( 29 ) 61 ( 30 )

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

NET INCOME (LOSS) 1 96 ( 215 ) 140

Net income attributable to the noncontrolling interests ( 2 ) ( 2 ) ( 6 ) ( 6 )

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

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

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

Net income (loss) $ 1 $ 96 $ ( 215 ) $ 140

Unrealized loss on interest rate swap, net of tax — ( 8 ) ( 1 ) ( 3 )

Comprehensive income (loss) 1 88 ( 216 ) 137

Comprehensive income attributable to the noncontrolling interests ( 2 ) ( 2 ) ( 6 ) ( 6 )

4 unchanged sentences

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

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Sinclair Shareholders

3 unchanged sentences

Comprehensive

Income (Loss)

Noncontrolling

1 unchanged sentence

Shares Values Shares Values

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

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

2 unchanged sentences

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

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

Other comprehensive loss — — — — — — ( 8 ) — ( 8 )

Net income — — — — — 94 — 2 96

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

Six Months Ended June 30, 2024

BALANCE, September 30, 2024 42,584,090 $ 1 23,775,056 $ — $ 565 $ ( 149 ) $ ( 2 ) $ ( 66 ) $ 349

Nine Months Ended September 30, 2024

Sinclair Shareholders

3 unchanged sentences

Comprehensive

Income (Loss)

Noncontrolling

6 unchanged sentences

Distributions to noncontrolling interests — — — — — — — ( 8 ) ( 8 )

Other comprehensive income — — — — — — 5 — 5

Other comprehensive loss — — — — — — ( 3 ) — ( 3 )

Net income — — — — — 134 — 6 140

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

BALANCE, September 30, 2024 42,584,090 $ 1 23,775,056 $ — $ 565 $ ( 149 ) $ ( 2 ) $ ( 66 ) $ 349

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 June 30, 2025

Three Months Ended September 30, 2025

Sinclair Shareholders

6 unchanged sentences

Shares Values Shares Values

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

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

2 unchanged sentences

Distributions to noncontrolling interests — — — — — — — ( 2 ) ( 2 )

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

Acquisition of noncontrolling interests, net — — — — — — — ( 3 ) ( 3 )

Net (loss) income — — — — — ( 1 ) — 2 1

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

Six Months Ended June 30, 2025

BALANCE, September 30, 2025 45,860,802 $ 1 23,775,056 $ — $ 608 $ ( 263 ) $ 1 $ ( 71 ) $ 276

Nine Months Ended September 30, 2025

Sinclair Shareholders

12 unchanged sentences

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

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

Acquisition of noncontrolling interests, net — — — — ( 1 ) — — ( 2 ) ( 3 )

Net (loss) income — — — — — ( 221 ) — 6 ( 215 )

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

BALANCE, September 30, 2025 45,860,802 $ 1 23,775,056 $ — $ 608 $ ( 263 ) $ 1 $ ( 71 ) $ 276

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

2 unchanged sentences

(in millions) (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

6 unchanged sentences

Deferred tax (benefit) provision ( 98 ) 36

Loss on asset dispositions and other, net 17 2

Loss (gain) on asset dispositions and other, net 26 ( 7 )

Loss (income) from equity method investments 9 ( 92 )

5 unchanged sentences

Decrease (increase) in accounts receivable 12 ( 5 )

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

(Increase) decrease in prepaid expenses and other current assets ( 18 ) 10

Increase (decrease) in accounts payable and accrued and other current liabilities 12 ( 408 )

30 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 June 30, 2025, we had two reportable segments:

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

local media and tennis.

The local media segment consists primarily of our 179 broadcast television stations in 81 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 646 channels as of June 30, 2025.

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

For the purpose of this report, these 179 stations and 646 channels are referred to as “our” stations and channels.

14 unchanged sentences

Interim Financial Statements

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

The consolidated financial statements for the three and nine months ended September 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.

4 unchanged sentences

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities.

Actual results could differ from those estimates.

25 unchanged sentences

We have determined that the interest rate swap meets the criteria for hedge accounting.

The initial value of the interest rate swap and any changes in value in subsequent periods is included in accumulated other comprehensive income, with a corresponding change recorded in assets or liabilities depending on the position of the swap.

The initial value of the interest rate swap and any changes in value in subsequent periods are included in accumulated other comprehensive income, with a corresponding change recorded in assets or liabilities depending on the position of the swap.

Gains or losses on the monthly settlement of the interest rate swap are reflected in i nterest expense in our consolidated statements of operations.

5 unchanged sentences

Non-cash Investing and Financing Activities

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.

Leased assets obtained in exchange for new operating lease liabilities were $ 7 million and $ 4 million for the nine months ended September 30, 2025 and 2024, respectively.

Leased assets obtained in exchange for new finance lease liabilities were $ 17 million for the nine months ended September 30, 2024.

Non-cash investing activities included property and equipment purchases of $ 4 million and $ 5 million for the nine months ended September 30, 2025 and 2024, respectively.

We received equity shares in investments valued at $ 21 million and $ 4 million for the nine months ended September 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

We completed the acquisition and sale of certain television stations as described in Acquisitions and Station Disposals below for non-cash consideration of $ 32 million and $ 36 million, respectively, during both the three and nine months ended September 30, 2025.

Revenue Recognition

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

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

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

Distribution revenue $ 370 $ 52 $ — $ — $ 422

1 unchanged sentence

Political advertising revenue 6 — — — 6

Other media, non-media, and intercompany revenues 21 1 8 ( 2 ) 28

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

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

Other media, non-media, and intercompany revenue 22 1 10 ( 3 ) 30

Total revenue $ 667 $ 67 $ 48 $ ( 9 ) $ 773

For the nine months ended September 30, 2025 Local Media Tennis Other Eliminations Total

Distribution revenue $ 1,145 $ 162 $ — $ — $ 1,307

1 unchanged sentence

Political advertising revenue 18 — — — 18

Other media, non-media, and intercompany revenues 43 2 14 ( 4 ) 55

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

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

Other media, non-media, and intercompany revenue 65 3 24 ( 7 ) 85

Total revenue $ 2,040 $ 203 $ 115 $ ( 25 ) $ 2,333

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

Distribution revenue $ 383 $ 51 $ — $ — $ 434

1 unchanged sentence

Political advertising revenue 138 — — — 138

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

Other media, non-media, and intercompany revenue 41 1 10 ( 2 ) 50

Total revenue $ 845 $ 60 $ 19 $ ( 7 ) $ 917

For the nine months ended September 30, 2024 Local Media Tennis Other Eliminations Total

Distribution revenue $ 1,151 $ 154 $ — $ — $ 1,305

1 unchanged sentence

Political advertising revenue 202 — — — 202

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

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

Other media, non-media, and intercompany revenue 117 4 30 ( 9 ) 142

Total revenue $ 2,322 $ 190 $ 54 $ ( 22 ) $ 2,544

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Distribution Revenue.

6 unchanged sentences

Historical adjustments to subscriber estimates have not been material.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Core Advertising Revenue.

6 unchanged sentences

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 $ 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.

Deferred revenue was $ 169 million and $ 170 million as of September 30, 2025 and December 31, 2024, respectively, of which $ 94 million and $ 112 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets.

Deferred revenue recognized for the nine months ended September 30, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $ 49 million and $ 40 million, respectively.

For the three months ended September 30, 2025, two customers accounted for 11 % and 10 %, respectively, of our total revenue.

For the nine months ended September 30, 2025, two customers accounted for 11 % and 11 %, respectively, of our total revenue.

For the three months ended September 30, 2024, one customer accounted for 10 % of our total revenue.

For the nine months ended September 30, 2024, two customers accounted for 11 % and 10 %, respectively, of our total revenue.

As of September 30, 2025, one customer accounted for 12 % 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.

For purposes of this disclosure, a single customer may include multiple entities under common control.

Business Combinations and Station Disposals

Acquisitions and Station Disposals

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.

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.

In July 2025, we sold our owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for consideration valued at $ 36 million.

For the nine months ended September 30, 2025, we recorded a net loss of $ 8 million related to the sale, which is included within gain on asset dispositions and other, net within our consolidated statements of operations and our local media segment within Note 6.

Segment Data .

In September 2025, we acquired the non-license assets of WLNE in Providence, RI for consideration valued at $ 32 million.

The acquired assets and liabilities were recorded at fair value as of the closing date of the transaction.

Based upon our preliminary purchase price allocation, we recorded $ 27 million of definite-lived intangible assets, $ 1 million of property and equipment, and $ 4 million of net working capital.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

The tax provision for the three and nine months ended September 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.

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.

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.

The OBBB is a comprehensive tax reform package that includes several provisions which have, and will continue to, reduce our taxes paid in 2025.

We do not expect the legislation to have a material impact on our financial statements.

Our effective income tax rate for the three months ended September 30, 2025 was greater than the statutory rate primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims.

Our effective income tax rate for the nine months ended September 30, 2025 approximated the statutory rate.

Our effective income tax rate for the three months ended September 30, 2024 was greater than the statutory rate primarily due to non-deductible expenses.

Our effective income tax rate for the nine months ended September 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.

We do not believe that our liability for unrecognized tax benefits would be materially impacted, 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.

Reclassifications

1 unchanged sentence

Subsequent Events

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.

In November 2025, our Board of Directors declared a quarterly dividend of $ 0.25 per share, payable on December 15, 2025, to holders of record at the close of business on December 1, 2025.

OTHER ASSETS:

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

As of June 30,

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

As of September 30,

2025 As of December 31,

5 unchanged sentences

Total other assets $ 646 $ 710

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Equity Method Investments

4 unchanged sentences

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

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.

As of September 30, 2025 and December 31, 2024, we held $ 132 million and $ 228 million, respectively, in investments measured at fair value.

As of September 30, 2025 and December 31, 2024, we held $ 144 million and $ 116 million, respectively, in investments measured at NAV.

We recognized a fair value adjustment gain of $ 19 million and loss of $ 84 million for the three and nine months ended September 30, 2025, respectively, and a fair value adjustment gain of $ 15 million and loss of $ 28 million for the three and nine months ended September 30, 2024, respectively, associated with these investments, which are reflected in other income (expense), net in our consolidated statements of operations.

As of September 30, 2025 and December 31, 2024, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $ 45 million and $ 60 million, respectively.

Investments accounted for utilizing the measurement alternative were $ 54 million and $ 38 million as of September 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 nine months ended September 30, 2025 and the three months ended September 30, 2024.

We recorded a $ 2 million impairment related to one investment for the nine months ended September 30, 2024, which is reflected in other income (expense), net in our consolidated statements of operations.

NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:

9 unchanged sentences

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, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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 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

For the nine months ended September 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.

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.

7 unchanged sentences

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 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.

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

As of September 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 September 30, 2025.

During the second quarter of 2025, we repurchased $ 81 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 77 million.

We recognized a gain on extinguishment of the 5.125 % Senior Notes due 2027 of $ 4 million for the nine months ended September 30, 2025.

In October 2025, we repurchased the remaining $ 89 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 89 million.

The 5.125 % Senior Notes due 2027 acquired 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.

During the nine months ended September 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 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 June 30, 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 June 30, 2025 and December 31, 2024, respectively.

Related Person Transactions.

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

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Finance Leases to Affiliates

Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finances leases to affiliates of $ 7 million and $ 9 million as of September 30, 2025 and December 31, 2024, respectively.

Related Person Transactions.

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 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.

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

We accrued $ 15 million related to this obligation for the nine months ended September 30, 2025, included in gain on asset dispositions and other, net in our consolidated statements of operations.

As of September 30, 2025, $ 8 million of this obligation is reflected in accounts payable and accrued liabilities in our consolidated balance sheets.

Commitments and Contingencies for further discussion.

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

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.

The fair value of the interest rate swap was a liability o f $ 0.1 million as of September 30, 2025 , which is recorded in other current liabilities 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.

Accounts Receivable Securitization Facility

On November 6, 2025, STG and one of its subsidiaries entered into a three-year , up to $ 375 million revolving accounts receivable securitization facility (the “AR Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”) in order to enable STG to raise incremental, low-cost capital.

COMMITMENTS AND CONTINGENCIES:

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The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On September 1, 2020, one of the individuals who filed a petition for reconsideration of the Order and Consent Decree filed a petition to deny the license renewal application of WBFF(TV), Baltimore, MD, and the license renewal applications of two other Baltimore, MD stations with which the Company has a JSA or LMA, Deerfield Media station WUTB(TV) and Cunningham Broadcasting Corporation (“Cunningham”) station WNUV(TV).

The Company filed an opposition to the petition on October 1, 2020.

On January 18, 2024, a motion was filed to request substitution of the petitioner, who is deceased.

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.

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.

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

An application for review of the FCC’s decision was filed on July 28, 2025 on behalf of the individual who unsuccessfully sought to be substituted for the petitioner in the proceeding.

The Company timely filed an opposition to the application for review and the matter remains pending.

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

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

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

An application for review of the decision to grant the assignment applications was filed on behalf of the petitioner on July 30, 2025.

The Company timely filed an opposition to the application for review and the matter remains pending.

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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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 consent decree states the forfeiture order will be resolved by separate action with respect to the non-Company licensees named in the forfeiture order, and to the Company’s knowledge all but one of such non-Company licensees have entered into non-monetary consent decrees with the FCC and agreed to similar compliance plans with respect to the FCC’s limits on commercial matter in children’s programming.

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

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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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On February 4, 2025, following briefing on that motion, the Court heard arguments and took the motion under advisement.

On February 20, 2025, the Special Master issued Report and Recommendation No.

3 addressing plaintiffs’ challenges to certain of defendants’ privilege log entries (“R&R No.

3”), which compelled disclosure of certain documents Sinclair and the other non-settling defendants withheld from discovery based on assertions of privilege.

Sinclair and the other co-defendants filed objections to R&R No.

3 and appeared at a status conference on March 18, 2025 during which they argued in favor of their objections to R&R No.

The Court took the objections under advisement.

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 issued an amended Scheduling Order, and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remains ongoing.

On February 20, 2025, Special Master Richard Levie issued Report and Recommendation No.

3 addressing plaintiffs’ challenges to certain of defendants’ privilege log entries (“Levie R&R No.

3”), which recommended that the Court compel disclosure of certain documents Sinclair and the other non-settling defendants withheld from discovery based on assertions of privilege.

Sinclair and the other co-defendants filed objections to Levie R&R No.

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

At a Status Conference on October 1, 2025, the Court indicated that it would be setting a new schedule with a trial date occurring after April 1, 2026.

Sinclair and the other parties are awaiting issuance of the new scheduling order.

On October 20, 2025, the Court issued an order adopting Levie R&R No.

3 and denying the objections to Levie R&R No.

3 made by Sinclair and the other non-settling defendants, compelling the production of 6,313 documents Sinclair withheld as privileged.

On September 29, 2025, Special Master Wayne R.

Andersen issued Report and Recommendation No.

3 (“Andersen R&R No.

3”) and on October 23, 2025, Special Master Andersen issued Report and Recommendation No.

6 (“Andersen R&R No.

6”), addressing certain of plaintiffs’ additional challenges to certain of Sinclair’s privilege log entries.

Andersen R&R No.

3 and Andersen R&R No.

6 each recommended granting in part and denying in part plaintiffs’ challenges.

No party has appealed Andersen R&R No.

3, which compelled the production of two documents Sinclair withheld as privileged.

The plaintiffs filed an objection to Anderson R&R No.

6 on November 6, 2025.

Sinclair intends to file a response in opposition to that objection.

Discovery and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remain 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.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In the complaint, plaintiffs challenged a series of transactions involving SBG and certain of its subsidiaries, on the one hand, and DSG and its subsidiaries, on the other hand, since SBG acquired the former Fox Sports regional sports networks from The Walt Disney Company in August 2019.

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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.

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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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.

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 nine months ended September 30, 2025 (as further discussed in Note 3.

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

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

SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

EARNINGS PER SHARE:

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Income (Numerator)

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

Net income (loss) $ 1 $ 96 $ ( 215 ) $ 140

Net income attributable to the noncontrolling interests ( 2 ) ( 2 ) ( 6 ) ( 6 )

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

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

For the quarter ended September 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 June 30, 2025 Local Media Tennis Other & Corporate Eliminations Consolidated

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

Assets $ 4,288 $ 268 $ 1,011 $ — $ 5,567

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Revenue $ 667 $ 67 $ 48 $ ( 9 ) (b) $ 773

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Corporate general and administrative expenses 21 1 18 — 40

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

Gain on asset dispositions and other, net ( 3 ) — ( 33 ) — ( 36 )

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

Operating income (loss) $ 65 $ 8 $ ( 52 ) $ — $ 21

Operating income $ 27 $ 11 $ 20 $ — $ 58

Interest expense including amortization of debt discount and deferred financing costs $ 85 $ — $ — $ — $ 85

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

Gain on extinguishment of debt 4 — — — 4

Other income (expense), net 3 — ( 21 ) — ( 18 )

Loss before income taxes $ ( 76 )

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

Other income, net 2 — 27 — 29

Income before income taxes $ —

For the nine months ended September 30, 2025 Local Media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 2,040 $ 203 $ 115 $ ( 25 ) (b) $ 2,333

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Revenue $ 845 $ 60 $ 19 $ ( 7 ) (b) $ 917

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Corporate general and administrative expenses 24 1 16 — 41

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

Gain on asset dispositions and other, net ( 11 ) — ( 2 ) — ( 13 )

Other segment items (a) 2 — 12 — 14

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Interest expense including amortization of debt discount and deferred financing costs $ 78 $ — $ — $ — $ 78

Income from equity method investments — — 78 — 78

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

Income (loss) from equity method investments 1 ( 1 ) — — —

Other income, net 2 — 22 — 24

Income before income taxes $ 125

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

For the nine months ended September 30, 2024 Local Media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 2,322 $ 190 $ 54 $ ( 22 ) (b) $ 2,544

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Corporate general and administrative expenses 94 2 53 — 149

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

Gain on asset dispositions and other, net ( 11 ) — — — ( 11 )

Other segment items (a) 6 — 36 ( 3 ) 39

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Interest expense including amortization of debt discount and deferred financing costs $ 230 $ — $ — $ — $ 230

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

Income (loss) from equity method investments 1 ( 2 ) 93 — 92

Gain on extinguishment of debt 1 — — — 1

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

(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.

(b) Includes $ 5 million and $ 14 million for the three and nine months ended September 30, 2025, respectively, and $ 4 million and $ 9 million for the three and nine months ended September 30, 2024, respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.

SINCLAIR, INC.

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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 June 30,

As of September 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 $ 127 million as of June 30, 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 $ 152 million as of September 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 June 30, 2025, all of the liabilities are non-recourse to us except for the debt of certain VIEs.

As of September 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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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.

The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $ 73 million and $ 79 million as of September 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.

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

We recorded losses of $ 4 million and $ 6 million for the three and nine months ended September 30, 2025, respectively, and losses of $ 55 million and $ 77 million for the three and nine months ended September 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 $ 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.

Lease payments made to these entities were $ 2 million and $ 5 million for the three and nine months ended September 30, 2025, respectively, and $ 2 million and $ 5 million for the three and nine months ended September 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 six months ended June 30, 2025 and less than $ 0.1 million for both the three and six months ended June 30, 2024.

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

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 $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively.

In relation to these agreements, we recorded revenue of $ 0.6 million and $ 0.9 million for the three and nine months ended September 30, 2025, respectively.

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 $ 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.

The cumulative prepayments made under these purchase agreements were $ 72 million and $ 69 million as of September 30, 2025 and December 31, 2024, respectively.

The remaining aggregate purchase price of these stations, net of prepayments, as of both September 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.

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 $ 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.

Under these agreements, we paid Cunningham $ 3 million and $ 9 million for the three and nine months ended September 30, 2025, respectively, and $ 3 million and $ 9 million for the three and nine months ended September 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 December 2028 and August 2033 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 revenue of the stations are reported in our consolidated statements of operations.

Our consolidated revenue includes $ 33 million and $ 97 million for the three and nine months ended September 30, 2025, respectively, and $ 41 million and $ 109 million for the three and nine months ended September 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.

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and Greenville, North Carolina markets.

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.

In exchange for carriage of these networks in their markets, we paid $ 0.3 million and $ 1 million for the three and nine months ended September 30, 2025, respectively, and $ 0.2 million and $ 1 million for the three and nine months ended September 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 $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2024, respectively.

Total rent payments received under these leases were $ 0.3 million and $ 1 million for the three and nine months ended September 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 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.

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

SINCLAIR, INC.

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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.

Jason Smith received total compensation of $ 0.3 million for both the three months ended September 30, 2025 and 2024 and $ 0.9 million and $ 0.8 million for the nine months ended September 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 nine months ended September 30, 2025 and 2024, respectively, and 500,000 stock appreciation rights, vesting over two years , for the nine months ended September 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 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.

Ethan White received total compensation of $ 0.1 million for both the three months ended September 30, 2025 and 2024 and $ 0.2 million for both the nine months ended September 30, 2025 and 2024, respectively, consisting of salary, and was granted 3,244 and 1,503 shares of restricted stock, vesting over two years , for the nine months ended September 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 June 30, 2025 and 2024 and $ 0.1 million for both the six months ended June 30, 2025 and 2024, consisting of salary.

Ryan McCoy received total compensation of less than $ 0.1 million for both the three months ended September 30, 2025 and 2024 and $ 0.1 million for both the nine months ended September 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 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.

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

Frederick Smith received total compensation of $ 0.1 million and $ 0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 0.5 million and $ 0.6 million for the nine months ended September 30, 2025 and 2024, respectively, 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 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 received total compensation of $ 0.1 million and $ 0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 0.5 million and $ 0.6 million for the nine months ended September 30, 2025 and 2024, respectively, 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 June 30, 2025 As of December 31, 2024

As of September 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 June 30, 2025 and December 31, 2024.

See Hedge Accounting within Note 1.

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

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

Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap within Note 3.

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 $ 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.

(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 $ 56 million and $ 36 million as of September 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 nine months ended September 30, 2025.

In October 2025, STG repurchased the remaining $ 89 million aggregate principal amount of the 5.125 % Senior Notes due 2027.

For further information, see Note 3.

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(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.

We recorded a fair value adjustment loss of $ 8 million for the nine months ended September 30, 2025 and gains of $ 18 million and $ 10 million for the three and nine months ended September 30, 2024, respectively.

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

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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.

All outstanding awards to acquire common equity in Bally’s were converted to warrants and transferred to Level 2 during the nine months ended September 30, 2025.

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 and six months ended June 30, 2025 and 2024 (in millions):

Three Months Ended June 30, 2025

Fair value at March 31, 2025 $ 2

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 nine months ended September 30, 2025 and 2024 (in millions):

Three Months Ended September 30, 2025

Fair value at June 30, 2025 $ 2

Six Months Ended June 30, 2025

Fair value at September 30, 2025 $ 2

Nine Months Ended September 30, 2025

Fair value at December 31, 2024 $ 68

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Measurement adjustments ( 8 )

Fair value at September 30, 2025 $ 2

Three Months Ended September 30, 2024

Fair value at June 30, 2024 $ 42

Three Months Ended June 30, 2024

Fair value at March 31, 2024 $ 45

Measurement adjustments 16

Fair value at June 30, 2024 $ 42

Six Months Ended June 30, 2024

Fair value at September 30, 2024 $ 58

Nine Months Ended September 30, 2024

Fair value at December 31, 2023 $ 46

Measurement adjustments 12

Fair value at June 30, 2024 $ 42

Fair value at September 30, 2024 $ 58

FINANCIAL STATEMENTS OF SINCLAIR BROADCAST GROUP, LLC

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(in millions) (Unaudited)

As of June 30,

As of September 30,

2025 As of December 31,

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Prepaid expenses and other current assets 111 104

Assets held-for-sale 33 —

Total current assets 810 1,006

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Accounts payable and accrued liabilities $ 398 $ 374

Income taxes payable 13 —

Current portion of notes payable, finance leases, and commercial bank financing 25 38

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Other current liabilities 75 56

Liabilities held-for-sale 4 —

Total current liabilities 602 559

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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 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.

(a) Sinclair Broadcast Group, LLC’s (“SBG”) consolidated total assets as of September 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $ 78 million and $ 70 million, respectively, which can only be used to settle the obligations of the VIEs.

SBG’s consolidated total liabilities as of September 30, 2025 and December 31, 2024 include total liabilities of VIEs of $ 9 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

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Media revenue $ 667 $ 845 $ 2,040 $ 2,322

OPERATING EXPENSES:

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Amortization of definite-lived intangible assets 31 33 91 98

Loss on asset dispositions and other, net 9 — 17 —

Gain on asset dispositions and other, net ( 25 ) ( 11 ) ( 8 ) ( 11 )

Total operating expenses 618 663 1,951 2,022

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(Loss) income before income taxes ( 34 ) 107 ( 208 ) 107

INCOME TAX BENEFIT 8 1 34 10

INCOME TAX BENEFIT (PROVISION) 6 ( 25 ) 40 ( 15 )

NET (LOSS) INCOME ( 28 ) 82 ( 168 ) 92

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net (loss) income $ ( 28 ) $ 82 $ ( 168 ) $ 92

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

Unrealized loss on interest rate swap, net of tax — ( 8 ) ( 1 ) ( 3 )

Comprehensive (loss) income ( 28 ) 74 ( 169 ) 89

Comprehensive income attributable to the noncontrolling interests ( 2 ) ( 2 ) ( 5 ) ( 5 )

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

Comprehensive (loss) income attributable to SBG $ ( 30 ) $ 72 $ ( 174 ) $ 84

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

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(in millions) (Unaudited)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Accumulated Deficit Accumulated

Comprehensive

Income (Loss)

Noncontrolling

Interests Total Deficit

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

Contributions from member, net 79 — — 79

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

Distributions to member, net ( 40 ) — — ( 40 )

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

Other comprehensive income — 1 — 1

Other comprehensive loss — ( 8 ) — ( 8 )

Net income 80 — 2 82

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

Six Months Ended June 30, 2024

BALANCE, September 30, 2024 $ ( 674 ) $ ( 2 ) $ ( 67 ) $ ( 743 )

Nine Months Ended September 30, 2024

Accumulated Deficit Accumulated

Comprehensive

Income (Loss)

Noncontrolling

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Distributions to noncontrolling interests — — ( 8 ) ( 8 )

Other comprehensive income — 5 — 5

Other comprehensive loss — ( 3 ) — ( 3 )

Net income 87 — 5 92

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

BALANCE, September 30, 2024 $ ( 674 ) $ ( 2 ) $ ( 67 ) $ ( 743 )

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

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(in millions) (Unaudited)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Accumulated Deficit Accumulated

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Interests Total Deficit

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

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

Distributions to member, net ( 41 ) — — ( 41 )

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

Acquisition of noncontrolling interests ( 1 ) — 1 —

Acquisition of noncontrolling interests, net — — ( 3 ) ( 3 )

Net (loss) income ( 30 ) — 2 ( 28 )

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

Six Months Ended June 30, 2025

BALANCE, September 30, 2025 $ ( 786 ) $ 1 $ ( 73 ) $ ( 858 )

Nine Months Ended September 30, 2025

Accumulated Deficit Accumulated

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Distributions to noncontrolling interests — — ( 8 ) ( 8 )

Acquisition of noncontrolling interests ( 1 ) 1 —

Acquisition of noncontrolling interests, net ( 1 ) — ( 2 ) ( 3 )

Other comprehensive loss — ( 1 ) — ( 1 )

Net (loss) income ( 173 ) — 5 ( 168 )

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

BALANCE, September 30, 2025 $ ( 786 ) $ 1 $ ( 73 ) $ ( 858 )

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

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(in millions) (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

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Equity-based compensation 40 42

Deferred tax benefit ( 106 ) —

Loss on asset dispositions and other, net 17 —

Deferred tax (benefit) provision ( 75 ) 24

Loss (gain) on asset dispositions and other, net 28 ( 7 )

Income from investments — ( 25 )

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Change in assets and liabilities, net of acquisitions:

Decrease (increase) in accounts receivable 23 ( 37 )

Decrease in accounts receivable 19 2

Decrease in prepaid expenses and other current assets 22 27

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Net cash flows used in investing activities ( 55 ) ( 20 )

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:

CASH FLOWS USED IN FINANCING ACTIVITIES:

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

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Distributions to noncontrolling interests ( 8 ) ( 8 )

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

Net cash flows used in financing activities ( 205 ) ( 11 )

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 169 ) ( 117 )

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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 June 30, 2025, SBG had one reportable segment:

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

The local media segment consists primarily of SBG’s 179 broadcast television stations in 81 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 646 channels as of June 30, 2025.

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

For the purpose of this report, these 179 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 and six months ended June 30, 2025 and 2024 are unaudited.

SBG’s consolidated financial statements for the three and nine months ended September 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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Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities.

Actual results could differ from those estimates.

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SBG has determined that the interest rate swap meets the criteria for hedge accounting.

Gains or losses on the monthly settlement of the interest rate swap are reflected in i nterest expense in SBG’s consolidated statements of operations.

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Supplemental Information - Statements of Cash Flows

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.

Leased assets obtained in exchange for new operating lease liabilities were $ 5 million and $ 3 million for the nine months ended September 30, 2025 and 2024, respectively.

Leased assets obtained in exchange for new finance lease liabilities were $ 17 million for the nine months ended September 30, 2024.

Non-cash investing activities included property and equipment purchases of $ 4 million and $ 5 million for the nine months ended September 30, 2025 and 2024, respectively.

SBG received equity shares in investments valued at $ 20 million and $ 4 million for the nine months ended September 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

SBG completed the acquisition and sale of certain television stations as described in Acquisitions and Station Disposals below for non-cash consideration of $ 32 million and $ 36 million, respectively, during both the three and nine months ended September 30, 2025.

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 $ 108 million and $ 78 million for the nine months ended September 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 nine months ended September 30, 2025 and $ 148 million from Ventures related to the DSG litigation settlement (see Note 4.

Commitments and Contingencies for further detail) for the nine months ended September 30, 2024.

SINCLAIR BROADCAST GROUP, LLC

2 unchanged sentences

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

For the three months ended June 30, 2025 Local Media

For the three months ended September 30, 2025 Local Media

Distribution revenue $ 370

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Other media 22

Total revenues $ 679

For the six months ended June 30, 2025 Local Media

Total revenue $ 667

For the nine months ended September 30, 2025 Local Media

Distribution revenue $ 1,145

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Other media 65

Total revenues $ 1,373

For the three months ended June 30, 2024 Local Media

Total revenue $ 2,040

For the three months ended September 30, 2024 Local Media

Distribution revenue $ 383

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Other media 41

Total revenues $ 750

For the six months ended June 30, 2024 Local Media

Total revenue $ 845

For the nine months ended September 30, 2024 Local Media

Distribution revenue $ 1,151

2 unchanged sentences

Other media 117

Total revenues $ 1,477

Total revenue $ 2,322

Distribution Revenue.

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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 $ 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.

Deferred revenue was $ 163 million as of both September 30, 2025 and December 31, 2024, of which $ 94 million and $ 112 million, respectively, was reflected in other long-term liabilities in SBG’s consolidated balance sheets.

Deferred revenue recognized for the nine months ended September 30, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $ 43 million and $ 35 million, respectively.

For the three months ended September 30, 2025, two customers accounted for 12 % and 10 %, respectively, of SBG’s total revenue.

For the nine months ended September 30, 2025, two customers accounted for 12 % and 11 %, respectively, of SBG’s total revenue.

For the three months ended September 30, 2024, one customers accounted for 10 %, of SBG’s total revenue.

For the nine months ended September 30, 2024, two customers accounted for 11 % and 10 %, respectively, of SBG’s total revenue.

As of September 30, 2025, two customers accounted for 13 % 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.

For purposes of this disclosure, a single customer may include multiple entities under common control.

Station Disposals

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.

Acquisitions and Station Disposals

In July 2025, SBG sold its owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for consideration valued at $ 36 million.

For the nine months ended September 30, 2025, SBG recorded a net loss of $ 8 million related to the sale, which is included within gain 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 September 2025, SBG acquired the non-license assets of WLNE in Providence, RI for consideration of $ 32 million.

The acquired assets and liabilities were recorded at fair value as of the closing date of the transaction.

Based upon the preliminary purchase price allocation, SBG recorded $ 27 million of definite-lived intangible assets, $ 1 million of property and equipment, and $ 4 million of net working capital.

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.

3 unchanged sentences

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.

The OBBB is a comprehensive tax reform package that includes several provisions which have, and will continue to, reduce SBG’s taxes paid in 2025.

SBG does not expect the legislation to have a material impact on its financial statements.

SBG’s effective income tax rate for the three months ended September 30, 2025 was less than the statutory rate primarily due to non-deductible expenses.

SBG’s effective income tax rate for the nine months ended September 30, 2025 was less than the statutory rate primarily due to non-deductible expenses.

SBG's effective income tax rate for the three months ended September 30, 2024 was greater than the statutory rate primarily due to non-deductible expenses.

SBG's effective income tax rate for the nine months ended September 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.

SBG does not believe that its liability for unrecognized tax benefits would be materially impacted, 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 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.

Reclassifications

1 unchanged sentence

OTHER ASSETS:

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

As of June 30,

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

As of September 30,

2025 As of December 31,

4 unchanged sentences

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

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.

Investments measured at NAV were $ 13 million and $ 5 million as of September 30, 2025 and December 31, 2024, respectively.

Investments accounted for utilizing the measurement alternative were $ 19 million and $ 8 million as of September 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 nine months ended September 30, 2025 and 2024.

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:

Exchanged $ 711.4 million aggregate principal amount outstanding of $ 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 % .

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 % .

Exchanged all of the $ 731.3 million aggregate principal amount outstanding of Term Loan B-4, which matured on April 21, 2029, and bore interest at SOFR plus 3.75 %, into second-out first lien Term Loan B-7 issued under the New Credit Agreement, which mature December 31, 2030 and bear interest at SOFR plus 4.10 % .

9 unchanged sentences

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.

For the nine months ended September 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.

7 unchanged sentences

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.

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

As of September 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 September 30, 2025.

During the second quarter of 2025, STG repurchased $ 81 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 77 million.

SBG recognized a gain on extinguishment of the 5.125 % Senior Notes due 2027 of $ 4 million for the nine months ended September 30, 2025.

In October 2025, STG repurchased the remaining $ 89 million aggregate principal amount of the 5.125 % Senior Notes due 2027 for consideration of $ 89 million.

The 5.125 % Senior Notes due 2027 acquired 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.

During the nine months ended September 30, 2024, STG purchased $ 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.

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

SBG recognized a gain on extinguishment of the Term Loan B-2 of $ 1 million for the nine months ended September 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 June 30, 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 of June 30, 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 $ 7 million and $ 9 million as of September 30, 2025 and December 31, 2024, respectively.

Related Person Transactions .

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

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.

We accrued $ 15 million related to this obligation for the nine months ended September 30, 2025, included in gain on asset dispositions and other, net in SBG’s consolidated statements of operations.

As of September 30, 2025, $ 8 million of this obligation is reflected in accounts payable and accrued liabilities in SBG’s consolidated balance sheets.

Commitments and Contingencies for further discussion.

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

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.

The fair value of the interest rate swap was a liability o f $ 0.1 million as of September 30, 2025, which is recorded in other current liabilities 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.