Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2025, none of Sinclair’s or SBG’s directors, managers, or officers, as applicable, adopted or terminated any contract, instruction, or written plan for the purchase or sale of Sinclair’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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.
In connection with the AR Facility, STG will, pursuant to a Receivables Sale Agreement, dated as of November 6, 2025 (the “Sale Agreement”), between STG, as originator and initial master servicer, and Sinclair Finance SPV, LLC, a wholly-owned special purpose subsidiary of STG (the “SPV”), sell and/or contribute its existing and future accounts receivable and certain related rights to the SPV.
Pursuant to a Receivables Financing Agreement, dated as of November 6, 2025 (the “Financing Agreement”), by and among the SPV, STG, in its individual capacity and as initial master servicer, Wells and certain lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders will provide certain loans up to a principal amount of $375 million, which loans will be secured by certain accounts receivable and related rights (“Pool Receivables”) purchased by the SPV pursuant to the Sale Agreement. STG will service the Pool Receivables on behalf of the SPV for a fee. In addition, pursuant to a Performance Undertaking, dated as of November 6, 2025 (the “Performance Undertaking”), between SBG and Wells, SBG has agreed to guaranty the performance by STG, as originator and initial master servicer, of its obligations under the Sale Agreement and the Financing Agreement, respectively. Neither SBG nor STG guarantees the collectability of the Pool Receivables.
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The SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to STG. Accordingly, the SPV’s assets are not available to pay creditors of STG or any of its other subsidiaries, although collections from the Pool Receivables in excess of amounts required to repay the Lenders and other creditors of the SPV may be remitted to STG.
The maximum funding availability under the AR Facility as of November 6, 2025, the date of closing, is $375 million, subject to borrowing base and certain other restrictions. The amount of actual availability under the AR Facility is subject to change based on the level of eligible Pool Receivables sold by STG to the SPV and certain reserves. Availability is further subject to changes in the credit ratings of Sinclair, Inc. or SBG, customer concentration levels based on the credit ratings of STG’s customers, and certain characteristics of the Pool Receivables. The AR Facility is subject to interest charges, at the one-month Secured Overnight Financing Rate plus 125 basis points on the amount of the outstanding borrowings under the AR Facility. The SPV is also required to pay certain fees including a commitment fee on unutilized commitments under the AR Facility.
The Sale Agreement, the Financing Agreement, and the Performance Undertaking contain customary representations and warranties, affirmative and negative covenants, and termination events, including but not limited to those providing for the acceleration of amounts owed under the AR Facility if, among other things, the SPV fails to pay amounts due, the SPV becomes insolvent or subject to bankruptcy proceedings or certain judicial judgments or breaches of certain representations and warranties and covenants.
The foregoing descriptions of the Sale Agreement, the Financing Agreement, and the Performance Undertaking are qualified in their entirety by reference to the Sale Agreement, the Financing Agreement, and the Performance Undertaking, copies of which are filed as Exhibits 10.3, 10.4, and 10.5 to this quarterly report on Form 10-Q and are incorporated herein by reference.
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ITEM 6. EXHIBITS
Exhibit
Number Description
10.1 †
Amendment Number Two dated September 19, 2025 with an effective date of January 1, 2025 to the Amended and Restated Employment Agreement between Sinclair Television Group, Inc. and Robert Weisbord effective as of January 1, 2020, as previously amended by that certain Amendment Number One dated June 20, 2023 and effective as of January 1, 2023.
10.2 †
Consulting Agreement dated and effective as of October 1, 2025 by and between Sinclair, Inc. and any successor Company and LMR Board Service & Advisory LLC for services of Lucy Rutishauser, an individual.
10.3 †
Receivables Financing Agreement, dated as of November 6 , 2025, by and among Sinclair Finance SPV, LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, the lenders from time to time party thereto, and Sinclair Television Group, Inc., in its individual capacity and as initial master servicer.
10.4 †
Receivables Sale Agreement, dated as of November 6, 2025, among Sinclair Television Group, Inc., as originator and as master servicer, and Sinclair Finance SPV, LLC, as buyer.
10.5 †
Performance Undertaking, dated as of November 6, 2025, by Sinclair Broadcast Group, LLC, in favor of Wells Fargo Bank, N.A., as administrative agent.
31.1 Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.2 Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.3 Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.4 Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
32.1** Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.2** Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.3** Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.4** Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
101† The Company’s Consolidated Financial Statements and related Notes for the quarter ended September 30, 2025 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).
104 Cover Page Interactive Data File (included in Exhibit 101).
† Filed herewith.
** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the 7th day of November 2025.
SINCLAIR, INC.
SINCLAIR BROADCAST GROUP, LLC
By: /s/ David R. Bochenek
David R. Bochenek
Senior Vice President/Chief Accounting Officer
(Authorized Officer and Chief Accounting Officer)
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