What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-26 · 158 added, 199 removed, 470 unchanged (43% of the section changed)

Sinclair, Inc.

(“Sinclair”), a Maryland corporation formed in 2022, is the parent company of Sinclair Broadcast Group, LLC (“SBG”), a Maryland limited liability company, which formed from the conversion of Sinclair Broadcast Group, Inc.

(“the Company” or “Sinclair”), a Maryland corporation formed in 2022, is the parent company of Sinclair Broadcast Group, LLC (“SBG”), a Maryland limited liability company, which formed from the conversion of Sinclair Broadcast Group, Inc.

(“Old Sinclair”), a Maryland corporation founded in 1986, to a Maryland limited liability company in 2023.

Refer to Company Reorganization in this Item 1 .

Sinclair is a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations, digital platform, and, prior to the Deconsolidation (as defined below under Local Sports in this Item 1 ), regional sports networks (the “RSNs”).

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

Sinclair is a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations and digital platform.

The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, other original programming produced by us and our owned networks, and professional sports.

Additionally, Sinclair owns digital media companies that are complementary to our extensive portfolio of television station related digital properties and has interests in, owns, manages, and/or operates 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.

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Immediately following the Share Exchange Effective Time, Old Sinclair converted from a Maryland corporation to SBG, a Maryland limited liability company.

On the day following the Share Exchange Effective Time (June 2, 2023), Sinclair Holdings became the intermediate holding company between Sinclair and SBG, and SBG transferred certain of its assets (the “Transferred Assets”) to Sinclair Ventures, LLC, a new indirect wholly-owned subsidiary of Sinclair (“Ventures”).

We refer to the Share Exchange and the related steps described above collectively as the “Reorganization.” The Transferred Assets included technical and software services companies, intellectual property for the advancement of broadcast technology, and other media and non-media related businesses and assets including real estate, venture capital, private equity, and direct investments, as well as Compulse, a marketing technology and managed services company, and Tennis Channel and related assets.

We refer to the Share Exchange and the related steps described above collectively as the “Reorganization.” The Transferred Assets included technical and software services companies, intellectual property for the advancement of broadcast technology, and other media and non-media related businesses and assets including real estate, venture capital, private equity, and direct investments, as well as Digital Remedy, a marketing technology and managed services company, and Tennis Channel and related assets.

As a result of the Reorganization, the local media segment assets are owned and operated by SBG and the assets of the tennis segment and the remaining Transferred Assets are owned and operated by Ventures.

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As a result, the Sinclair Class A Common Shares confer upon the holders thereof the same rights with respect to Old Sinclair that the holders of the Old Sinclair Class A Common Shares had with respect to Old Sinclair, and the Sinclair Class B Common Shares confer upon the holders thereof the same rights with respect to Sinclair that the holders of the Old Sinclair Class B Common Shares had with respect to Old Sinclair.

Sinclair’s Board of Directors (the “Board”), including its committees, and senior management team immediately after the Share Exchange were the same as Old Sinclair’s immediately before the Share Exchange.

Sinclair’s Board, including its committees, and senior management team immediately after the Share Exchange were the same as Old Sinclair’s immediately before the Share Exchange.

As of December 31, 2025, Sinclair had two reportable segments, local media and tennis, and SBG had one reportable segment, local media.

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Sinclair’s tennis segment primarily consists of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows.

Prior to the Deconsolidation, Sinclair and SBG had one additional reportable segment, local sports, which consisted of RSNs, which owned the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Sinclair also earns revenues from digital and internet services, technical services, and non-media investments, included within “other”.

Sinclair also earns revenue from non-broadcast digital and internet solutions, technical services, and non-media investments, included within “other”.

Other is not a reportable segment for either Sinclair or SBG, but is included for reconciliation purposes.

As of December 31, 2024, Sinclair’s and SBG’s local media segment primarily consisted of our broadcast television stations, original networks, and content.

As of December 31, 2025, Sinclair and SBG’s local media segment primarily consisted of our broadcast television stations, original networks, and content.

We own, provide programming and operating services pursuant to 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”)) to 179 stations in 81 markets.

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We produce more than 2,300 hours of news per week at 106 stations in 69 markets.

For the year ended December 31, 2024, our stations were awarded 232 journalism awards, including 22 regional and two national RTDNA Edward R.

Murrow awards and 37 regional and one national Emmy awards.

For the year ended December 31, 2025, our stations were awarded 246 journalism awards, including 32 regional Edward R.

Murrow awards, 55 regional Emmy awards, and four National Headliner Awards.

We also own and operate various networks carried on distribution platforms owned by us or others, including:

The Nest, our free over-the-air national broadcast TV network, comprised of home-improvement, true-crime, factual reality series, and celebrity driven family shows;

The Nest, our national broadcast TV network, comprised of home-improvement, true-crime, factual reality series, and celebrity driven family shows;

Comet, our science fiction network;

CHARGE!, our adventure and action-based network;

and TBD, the first multiscreen TV network in the U.S.

market to bring premium internet-first content to TV homes across America.

and ROAR, our comedy network, all of which are free over-the-air channels.

Our internally developed content, in addition to our local news, includes our original news program, The National News Desk (“TNND”), and Full Measure with Sharyl Attkisson (“Full Measure”), our national Sunday morning investigative and political analysis program.

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and Throwbacks, with Matt Leinart and Jerry Ferrara, featuring insight into sports, television, and relatable family adventures.

In 2025, we launched THE TUNDRA:

A Podcast on The Green Bay Packers;

BFFR, a weekly podcast from AMP Media hosted by women’s soccer icons Sydney Leroux and Ali Riley, across all major podcast platforms;

The Script, a podcast on the Ohio State Buckeyes with former Ohio State stars Cardale Jones and Chris “Beanie” Wells, along with Columbus, Ohio’s ABC6/FOX28 Sports Director Dave Holmes;

and The Dynasty, a podcast on the Alabama Crimson Tide with former Alabama stars AJ McCarron and Trent Richardson, along with Chris Stewart, the voice of Alabama football.

Our local media segment derives revenue primarily from the sale of advertising inventory on our television stations and fees received from Distributors, which includes distributors that distribute multiple television channels through the internet without supplying their own data transport infrastructure, as well as other over-the-top (“OTT”) distributors that deliver live and on-demand programming, for the right to distribute our channels on their distribution platforms.

We also earn revenues by selling digital advertisements on third-party platforms, providing digital content to non-linear devices via websites, mobile, and social media advertisements, and providing digital marketing services.

We also earn revenue by selling digital advertisements on third-party platforms, providing digital content to non-linear devices via websites, mobile, and social media advertisements, and providing digital marketing services.

Our objective is to meet the needs of our advertising customers by delivering significant audiences in key demographics.

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Our local media operating results are subject to cyclical fluctuations from political advertising.

Political spending has been significantly higher in the even-number years due to the cyclicality of political elections.

Political spending has been significantly higher in the even-numbered years due to the cyclicality of political elections.

In addition, every four years, political spending is typically elevated further due to the advertising related to the presidential election.

Because of the political election cyclicality, there has been a significant difference in our operating results when comparing even-numbered years’ performance to the odd numbered years’ performance.

Because of the political election cyclicality, there has been a significant difference in our operating results when comparing even-numbered years’ performance to odd-numbered years’ performance.

Additionally, our operating results are impacted by the number and importance of individual political races and issues discussed on a national level as well as those within the local communities we serve.

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Nashville, TN 25 10 WZTV, WUXP, WNAB(d) FOX, MNT, CW

Pittsburgh, PA 27 7 WPGH, WPNT FOX, CW, MNT

Salt Lake City, UT 27 10 KUTV, KMYU, KJZZ, KENV(d) CBS, MNT

Baltimore, MD 29 8 WBFF, WNUV(c), WUTB(d) FOX, CW, MNT

Pittsburgh, PA 28 8 WPGH, WPNT FOX, CW, MNT

Baltimore, MD 29 8 WBFF, WNUV(c), WUTB FOX, CW, MNT

San Antonio, TX 31 10 KABB, WOAI, KMYS(d) FOX, NBC, CW

Austin, TX 32 4 KEYE CBS

Columbus, OH 35 9 WSYX, WWHO(d), WTTE(c) ABC, CW, MNT, FOX

Columbus, OH 34 10 WSYX, WWHO, WTTE(c) ABC, CW, MNT, FOX

Asheville, NC / Greenville, SC 36 9 WLOS, WMYA(c) ABC, MNT

Cincinnati, OH 37 8 WKRC, WSTR(d) CBS, MNT, CW

Milwaukee, WI 38 5 WVTV CW, MNT

West Palm Beach / Ft Pierce, FL 37 15 WPEC, WTVX, WTCN-CD, WWHB-CD CBS, CW, MNT

Cincinnati, OH 38 8 WKRC, WSTR CBS, MNT, CW

Las Vegas, NV 40 9 KSNV, KVCW NBC, CW, MNT

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Norfolk, VA 44 4 WTVZ MNT

Oklahoma City, OK 45 7 KOKH, KOCB FOX, IND

Birmingham / Tuscaloosa, AL 46 15 WBMA-LD, WTTO, WDBB(c), WABM ABC, CW, MNT

Greensboro / High Point / Winston-Salem, NC 47 7 WXLV, WMYV ABC, MNT

Oklahoma City, OK 47 7 KOKH, KOCB FOX, IND

Providence, RI / New Bedford, MA 52 4 WJAR NBC

Providence, RI / New Bedford, MA 53 9 WJAR, WLNE NBC, ABC

Richmond, VA 54 5 WRLH FOX, MNT

Buffalo, NY 55 6 WUTV, WNYO FOX, MNT

Fresno / Visalia, CA 56 11 KMPH, KMPH-CD, KFRE FOX, CW

Richmond, VA 56 5 WRLH FOX, MNT

Mobile, AL / Pensacola, FL 57 12 WEAR, WPMI(d), WFGX, WJTC(d) ABC, NBC, MNT, IND

Wilkes-Barre / Scranton, PA 58 12 WOLF, WSWB(d), WQMY FOX, CW, MNT

Little Rock / Pine Bluff, AR 59 5 KATV ABC

Wilkes-Barre / Scranton, PA 59 11 WOLF(c), WSWB(d), WQMY(c) FOX, CW, MNT

Tulsa, OK 61 5 KTUL ABC

Albany, NY 60 6 WRGB, WCWN CBS, CW

Tulsa, OK 62 7 KTUL ABC(f)

Dayton, OH 65 8 WKEF, WRGT(d) ABC, FOX, MNT

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Roanoke / Lynchburg, VA 70 4 WSET ABC

Omaha, NE 71 7 KPTM, KXVO FOX , MNT, CW

Wichita, KS 72 19 KSAS, KOCW, KAAS, KAAS-LD, KSAS-LD, KMTW(c) FOX, MNT

Flint / Saginaw / Bay City, MI 75 9 WSMH, WEYI(d), WBSF(d) FOX, NBC, CW

Omaha, NE 73 7 KPTM, KXVO(c) FOX , MNT, CW

Columbia, SC 76 5 WACH FOX

Madison, WI 77 4 WMSN FOX

Portland, ME 78 7 WPFO(d), WGME FOX, CBS

Rochester, NY 77 8 WHAM(d), WUHF ABC, FOX, CW

Madison, WI 78 6 WMSN FOX

Portland, ME 79 7 WGME, WPFO(d) CBS, FOX

Toledo, OH 81 5 WNWO NBC

Charleston / Huntington, WV 82 8 WCHS, WVAH(d) ABC, FOX

Savannah, GA 84 7 WTGS FOX

Market Market Rank (a) Number of Channels Stations Network

Affiliation (b)

Savannah, GA 84 5 WTGS FOX

Charleston, SC 85 3 WCIV MNT, ABC

Chattanooga, TN 86 7 WTVC, WFLI(d) ABC, CW, FOX, MNT

Syracuse, NY 88 6 WTVH(d), WSTM CBS, NBC, CW

Chattanooga, TN 86 7 WTVC, WFLI ABC, CW, FOX, MNT

Syracuse, NY 87 6 WSTM, WKOF, WTVH(d) CBS, NBC, CW

El Paso, TX 88 8 KFOX, KDBC FOX, CBS, MNT

Champaign / Springfield / Decatur, IL 92 18 WICS, WICD, WRSP(d), WCCU(d), WBUI(d) ABC, FOX, CW

Cedar Rapids, IA 93 8 KGAN, KFXA(d) CBS, FOX

Myrtle Beach / Florence, SC 97 8 WPDE, WWMB(c) ABC, CW

Boise, ID 97 8 KBOI, KYUU-LD CBS, CW

South Bend-Elkhart, IN 100 3 WSBT CBS, FOX

Tri-Cities, TN-VA 101 8 WEMT(d), WCYB FOX, NBC, CW

Myrtle Beach / Florence, SC 98 8 WPDE, WWMB ABC, CW

South Bend-Elkhart, IN 99 10 WSBT, WSJV CBS, FOX

Tri-Cities, TN-VA 101 9 WEMT(d), WCYB MNT, NBC, CW, FOX

Greenville / New Bern / Washington, NC 102 8 WCTI, WYDO(d) ABC, FOX

Reno, NV 103 10 KRXI, KRNV(d), KNSN(c) FOX, NBC, MNT

Tallahassee, FL 105 8 WTWC, WTLF(d) NBC, CW, FOX

Reno, NV 103 10 KRXI, KNSN, KRNV(d) FOX, NBC, MNT

Tallahassee, FL 104 8 WTWC, WTLF NBC, CW, FOX

Lincoln and Hastings-Kearney, NE 106 11 KHGI, KWNB, KWNB-LD, KHGI-CD, KFXL ABC, FOX

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Macon, GA 119 4 WGXA FOX, ABC

Eugene, OR 120 18 KVAL, KCBY, KPIC(e), KMTR(d), KMCB(d), KTCW(d) CBS, NBC, CW

Peoria / Bloomington, IL 122 4 WHOI TBD

Eugene, OR 120 21 KVAL, KCBY, KPIC(e), KMTR(d)(f), KMCB(d)(f), KTCW(d)(f) CBS, NBC, CW

Bakersfield, CA 121 8 KBFX-CD, KBAK FOX, CBS

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Columbia / Jefferson City, MO 134 5 KRCG CBS

Chico-Redding, CA 136 18 KRCR, KCVU(d), KRVU-LD, KKTF-LD, KUCO-LD ABC, FOX, MNT

Chico-Redding, CA 136 18 KRCR, KRVU-LD, KKTF-LD, KUCO-LD, KCVU(d) ABC, FOX, MNT

Medford / Klamath Falls, OR 138 6 KTVL CBS, CW

Beaumont / Port Arthur / Orange, TX 143 8 KFDM, KBTV(d) CBS, CW, FOX

Sioux City, IA 149 14 KPTH, KPTP-LD, KBVK-LP, KMEG(d) FOX, MNT, CBS

Beaumont / Port Arthur / Orange, TX 145 8 KFDM, KBTV CBS, CW, FOX

Sioux City, IA 150 14 KPTH, KPTP-LD, KBVK-LP, KMEG FOX, MNT, CBS

Albany, GA 154 4 WFXL FOX

Gainesville, FL 157 8 WGFL(c), WNBW(c), WYME-CD(c) CBS, NBC, MNT

Gainesville, FL 156 9 WGFL, WNBW(c), WYME-CD CBS, MNT, NBC

Missoula, MT 161 10 KECI, KCFW NBC

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Abilene / Sweetwater, TX 167 6 KTXS, KTES-LD ABC, CW

Quincy, IL / Hannibal, MO / Keokuk, IA 175 4 KHQA CBS, ABC

Butte-Bozeman, MT 184 8 KTVM, KDBZ-CD NBC

Eureka, CA 196 10 KAEF, KBVU(d), KECA-LD, KEUV-LP ABC, FOX, CW, MNT

Eureka, CA 195 10 KAEF, KECA-LD, KBVU(d), KEUV-LP ABC, FOX, CW, MNT

San Angelo, TX 197 2 KTXE-LD ABC, CW

Ottumwa, IA / Kirksville, MO 200 3 KTVO ABC, CBS

Total Television Channels 656

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ABC 37 28 August 31, 2026

FOX 55 41 December 31, 2026

FOX 53 40 December 31, 2026 to June 30, 2027

CBS 29 21 October 31, 2026

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The Nest 71 60 (1)

TBD 84 71 (1)

ROAR 86 72 (1)

Univision 6 3 December 31, 2026

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Total Television Channels 656

(1) An owned and operated network, which is carried on our multicast distribution platform or the platform of our JSA/LMA partners.

Thus, there is no expiration date.

(1) A Sinclair owned and operated network, which is carried on our multicast distribution platform or the platform of our JSA/LMA partners.

Thus, there is no expiration date for owned and operated stations and the expiration dates for JSA stations vary.

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(e) We provide programming, sales, operational, and administrative services to this station, of which 50% is owned by a third party.

(f) In February 2026, KTUL became the primary FOX affiliate in Tulsa, OK and Sinclair acquired KMTR, KMCB, and KTCW in Eugene, OR from Roberts Media.

Sinclair previously provided services to KMTR, KMCB, and KTCW under JSAs and SSAs.

As of December 31, 2025, Sinclair’s tennis segment consisted of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows;

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Tennis Channel streaming service;

T2 FAST, a 24-hours a day free ad-supported streaming television channel;

and FAST Channel Pickleballtv (PBTV), a partnership with the Carvana Professional Pickleball Association.

Sinclair’s tennis segment derives revenue primarily from fees received from Distributors, including virtual MVPDs, as well as other OTT distributors that deliver live and on-demand programming, for the right to distribute Tennis Channel on their distribution platforms, and advertising revenue generated by sales of commercial time within Tennis Channel programming.

Sinclair’s tennis segment operating results are usually subject to cyclical fluctuations due to the amount and significance of tournaments that take place in the respective quarters during the year.

The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the amount and significance of tournaments that are played during those periods.

Deconsolidation of Diamond Sports Intermediate Holdings LLC .

On March 1, 2022, SBG’s subsidiary Diamond Sports Intermediate Holdings, LLC, and certain of its subsidiaries (collectively “DSIH”) completed a series of transactions (the “DSIH Transaction”).

As part of the DSIH Transaction, the governance structure of DSIH was modified including changes to the composition of its Board of Managers, resulting in the Company's loss of voting control.

As a result, DSIH, whose operations represented the entirety of our local sports segment, was deconsolidated from our consolidated financial statements effective as of March 1, 2022 (the “Deconsolidation”).

The consolidated statement of operations for the year ended December 31, 2022 therefore includes two months of activity related to DSIH prior to the Deconsolidation.

Subsequent to February 28, 2022, the assets and liabilities of DSIH were no longer included within our consolidated balance sheets.

Prior to the Deconsolidation, the local sports segment consisted of RSNs, which owned the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Any discussions related to results, operations, and accounting policies associated with DSIH refer to the periods prior to the Deconsolidation.

TennisChannel 2, a 24-hours a day free ad-supported streaming television (“FAST”) channel;

and FAST Channel Pickleballtv, a partnership with the Carvana Professional Pickleball Association.

Sinclair’s tennis segment derives revenue primarily from fees received from Distributors, including vMVPDs, as well as other OTT distributors that deliver live and on-demand programming, for the right to distribute Tennis Channel on their distribution platforms, and advertising revenue generated by sales of commercial time within Tennis Channel programming.

Sinclair’s tennis segment operating results are usually subject to cyclical fluctuations due to the number and significance of tournaments that take place in the respective quarters during the year.

The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the number and significance of tournaments that are played during those periods.

Digital and Internet

Sinclair owns Compulse, a marketing technology and managed services company, which earns revenues by licensing the platform to other local media companies and agencies, as well as executing their digital media initiatives across search, social, programmatic, email, and more.

Sinclair owns Digital Remedy, a marketing technology and managed services company, which earns revenue by licensing the platform to other local media companies and agencies, as well as executing their digital media initiatives across search, social, programmatic, email, and more.

Technical Services

Sinclair owns subsidiaries which are dedicated to providing technical services to the broadcast industry, including:

Dielectric, a designer and manufacturer of broadcast systems including all components from transmitter output to antenna, and ONE Media 3.0, whose purpose is to develop business opportunities, products, and services associated with the NextGen TV (also known as ASTC 3.0) broadcast transmission standard and TV platform, and to develop wireless, cloud infrastructure, and artificial intelligence technologies.

Dielectric, a designer and manufacturer of broadcast systems including all components from transmitter output to antenna, and ONE Media 3.0, whose purpose is to develop business opportunities, products, and services associated with the NextGen TV (also known as ATSC 3.0) broadcast transmission standard and TV platform, and to develop wireless, cloud infrastructure, and artificial intelligence technologies.

Sinclair has also partnered with several other companies in the design and deployment of NextGen TV services including:

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Non-Media Investments

Primarily through Ventures, Sinclair owns various non-media related investments across multiple asset classes including real estate, venture capital, private equity, and direct investments in technology driven companies, including wireless communication and semiconductor solutions, next-gen communication solutions, advertising intelligence and data security.

Primarily through Ventures, Sinclair owns various non-media related investments across multiple asset classes including real estate, venture capital, private equity, and direct investments in technology driven companies, including wireless communication, next-gen communication solutions, advertising intelligence and data security.

Sinclair’s investments in real estate primarily consist of apartment complexes and development projects.

Sinclair’s investments in venture capital and private equity funds include capital for companies involved in a variety of businesses, including advertising, marketing, media technology, sports betting, e-sports, sports technology, pickleball, beverages and community services.

In 2024, Sinclair’s local media and tennis segments had two customers that individually accounted for 10% of Sinclair’s consolidated revenue.

Sinclair’s investments in venture capital and private equity funds include capital for companies involved in a variety of businesses, including advertising, marketing, media technology, e-sports, sports technology, pickleball, beverages and community services.

In 2025, Sinclair’s local media and tennis segments had two customers that individually exceeded 10% of Sinclair’s consolidated revenue.

Any disruption in our relationship with these customers could have a material adverse effect on Sinclair’s local media and tennis segments and Sinclair’s results of operations.

In 2024, SBG’s local media segment had one customer that individually accounted for 10% of SBG’s consolidated revenue.

A ny disruption in SBG’s relationship with this customer could have a material adverse effect on SBG’s local media segment and SBG’s results of operations.

In 2025, SBG’s local media segment had two customers that individually exceeded 10% of SBG’s consolidated revenue.

Any disruption in SBG’s relationship with these customers could have a material adverse effect on SBG’s local media segment and SBG’s results of operations.

OPERATING STRATEGY

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Our local news initiatives are an important part of our strategy.

We have entered into local news sharing arrangements in which we receive news in four markets from other in-market broadcasters.

We believe that, in the markets where we have news share arrangements, such arrangements generally provide both higher viewer ratings and revenues for the station receiving the news and generate a profit for the news share provider.

We have entered into local news sharing arrangements in which we receive news in five markets from other in-market broadcasters.

We believe that, in the markets where we have news share arrangements, such arrangements generally provide both higher viewer ratings and revenue for the station receiving the news and generate a profit for the news share provider.

Generally, both parties and the local community are beneficiaries of these arrangements.

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With reporters embedded in the areas they cover, TNND provides firsthand perspectives on stories that matter most to local residents, seamlessly integrating these insights with major national headlines.

TNND weekday and/or weekend editions together air on 83 of our markets and across all of our news websites.

Our investigative reporting is supported by more than 30 local investigative reporters.

As we continue to expand our investigative footprint, we remain committed to uncovering stories that demand deeper scrutiny and bringing impactful, underreported issues to the forefront.

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As such, live sports content is frequently the most watched programming in a local market on most nights.

Tennis Channel and T2, Tennis Channel’s first FAST offering in the United States, are the only television-based multiplatform destinations dedicated to both the professional sport and tennis lifestyle.

Tennis Channel and T2 have the most concentrated single-sport coverage in television in one of the world’s most voluminous sports, with multiple men’s and women’s tournaments and singles, doubles and mixed competition throughout the year.

Tennis Channel and T2 have rights at the four majors – US Open, Wimbledon, Roland Garros (French Open) and Australian Open – and are the exclusive U.S.

Tennis Channel and TennisChannel 2, Tennis Channel’s first FAST offering in the United States, are the only television-based multiplatform destinations dedicated to both the professional sport and tennis lifestyle.

Tennis Channel and TennisChannel 2 have the most concentrated single-sport coverage in television in one of the world’s most voluminous sports, with multiple men’s and women’s tournaments and singles, doubles and mixed competition throughout the year.

Tennis Channel and TennisChannel 2 have rights at the four majors – US Open, Wimbledon, Roland Garros (French Open) and Australian Open – and are the exclusive U.S.

homes of all men’s ATP World Tour and women’s WTA Tour competitions, Davis Cup, Billie Jean King Cup, United Cup, and Laver Cup.

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Our www.tennis.com platform is the largest digital outlet dedicated to the sport.

Tennis Channel also manages a network of close to 20 podcasts and PBTV

Additionally, some of our television stations have the local television broadcast rights for certain sporting events, including Major League Baseball (“MLB”), National Basketball Association (“NBA”), National Hockey League (“NHL”), National Football League (“NFL”) preseason, and certain other college and high school sports.

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Therefore, we have focused on developing a strong local sales force, which is comprised of approximately 480 sales professionals and 70 local sales managers company-wide.

Excluding political advertising revenue, distribution revenues, and other revenues, 59% and 61% of Sinclair’s net time sales were local for the years ended December 31, 2024 and 2023, respectively, and 61% and 62% of SBG’s net time sales were local for the years ended December 31, 2024 and 2023, respectively.

Our goal is to grow our local revenues by increasing our market share, developing new business opportunities, and offering marketing solutions across our platforms.

Excluding political advertising revenue, distribution revenue, and other revenue, 58% and 59% of Sinclair’s net time sales were local for the years ended December 31, 2025 and 2024, respectively, and 60% and 61% of SBG’s net time sales were local for the years ended December 31, 2025 and 2024, respectively.

Our goal is to grow our local revenue by increasing our market share, developing new business opportunities, and offering marketing solutions across our platforms.

Attract and Retain High Quality Management .

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Strategic Realignment of Local Media Portfolio .

We routinely review potential media acquisitions, dispositions, and swaps, or develop original networks and content in order to optimize our portfolio.

We routinely review potential media acquisitions, dispositions, and swaps, or develop original networks and content to optimize our portfolio.

We expect to continue to assess divestiture, acquisition and investment opportunities to complement our existing stations and other businesses.

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Digital and Internet Expansion of Local Media Segment.

Our digital properties are innovative products and extensions of our core broadcast business that allow us to compete for digital, internet, network, and audio impressions and revenues.

Our digital properties are innovative products and extensions of our core broadcast business that allow us to compete for digital, internet, network, and audio impressions and revenue.

We continue to seek additional opportunities to invest in emerging digital technologies, ad tech, and digital content companies that support and expand our digital capabilities and non-linear footprint.

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NextGen TV is capable of merging broadcast and broadband content and data services using over-the-air spectrum and Internet-provided data connectivity, allowing a mature broadcast industry to reinvent itself due to its mobility, addressability, capacity, Internet Protocol (“IP”) connectivity, and conditional access.

In 2020, we and the industry began deployment of NextGen TV capabilities on some of our own television facilities and in conjunction with other station operators in our markets, as well as non-Sinclair markets.

In 2023, the FCC announced a public-private partnership, the Future of Television Initiative, to establish a roadmap for the transition to NextGen TV.

In 2025, the FCC released a Fifth Further Notice of Proposed Rulemaking intended to accelerate the transition to NextGen TV.

NextGen TV will allow us to use our spectrum for more than just video-formatted data as we do today.

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We continue to work with other NextGen TV stakeholders to build and test the single frequency network tower infrastructure, develop systems to allow the convergence of NextGen TV and 5G data delivery, and design NextGen TV receiver chips for mobile, portable and fixed devices.

We expect the implementation and adoption of NextGen TV to occur over the next two years.

To date, NextGen TV is broadcasting in more than 60 markets, including 45 of our markets.

When completed, the country will have a lower-cost, world class wireless IP data distribution network capable of supporting multiple business models.

In January 2025, we joined with three broadcast peers and merged BitPath to form a new joint venture company, EdgeBeam Wireless to provide robust wireless data services to a wide range of businesses and industries across the country.

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Although historically renewal of a license is granted in the vast majority of cases, even when petitions to deny are filed, there can be no assurance that the license of any station will be renewed or, if renewed, that the renewal terms will be for the maximum term permitted.

The most recent television license renewal application filing cycle began on June 1, 2020 and ended on April 3, 2023 and the majority of our license renewal applications remain pending.

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

We cannot predict when the FCC will take action on the license renewal applications.

In the prior completed license renewal cycle, all of our stations’ license renewal applications were granted for the maximum term permitted.

The most recent television license renewal application filing cycle began on June 1, 2020 and ended on April 3, 2023 and all of our stations’ license renewal applications have been granted for the maximum term permitted.

Ownership Matters

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In determining whether to permit the assignment or transfer of control of, or the grant or renewal of, a broadcast license, the FCC considers a number of factors pertaining to the licensee, including compliance with various rules limiting common ownership of media properties, the “character” of the licensee and those persons holding “attributable” interests in that licensee and compliance with the Communications Act’s limitations on foreign ownership.

The FCC has indicated that in order to approve an assignment or transfer of a broadcast license the FCC must make an affirmative determination that the proposed transaction serves the public interest, not merely that the transaction does not violate its rules or shares factual elements with other transactions previously approved by the FCC, and that it may deny a transaction if it determines that the transaction would not be in the public interest.

In reviewing an application for assignment or transfer of a broadcast license the FCC will first assess whether the proposed transaction complies with the Communications Act and FCC’s rules and, if the transaction would not violate a statute or rule, it will then consider whether the transaction could result in public interest harm by substantially frustrating or impairing the objectives of the Communications Act and FCC rules.

The FCC may deny a transaction if it determines that the transaction would not be in the public interest.

The FCC generally applies its ownership limits to “attributable” interests held by an individual, corporation, partnership or other association.

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Further, the Communications Act generally prohibits foreign parties from having more than a 20% interest (voting or equity) in a broadcast licensee or more than a 25% interest in the parent of that licensee without receiving prior FCC approval to exceed these limits.

Following a Declaratory Ruling in 2013 in which the FCC indicated that it was open to considering proposals for foreign investment in broadcast licenses that exceed the 25% benchmark on a case by case basis, on September 29, 2016, the FCC adopted a Report and Order which among other things, (i) simplified the foreign ownership approval process for broadcast licensees seeking to exceed the 25% benchmark and (ii) modified the methodology a licensee may use to determine compliance with the foreign ownership rules.

We and our subsidiaries are domestic entities, and David D.

Smith, Frederick G.

Duncan Smith, and Robert E.

Smith (collectively, the “Smiths”) (who, as of December 31, 2024, together hold approximately 81.9% of the common voting rights of Sinclair) are all United States citizens.

Following a Declaratory Ruling in 2013 in which the FCC indicated that it was open to considering proposals for foreign investment in broadcast licenses that exceed the 25% benchmark on a case by case basis, the FCC adopted a Report and Order which among other things, (i) simplified the foreign ownership approval process for broadcast licensees seeking to exceed the 25% benchmark and (ii) modified the methodology a licensee may use to determine compliance with the foreign ownership rules.

We and our subsidiaries are domestic entities, and the Smiths (who, as of December 31, 2025, together hold approximately 81.3% of the common voting rights of Sinclair) are all United States citizens.

Our articles of incorporation contain limitations on alien ownership and control that are substantially similar to those contained in the Communications Act.

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On December 18, 2017, the FCC released a Notice of Proposed Rulemaking to examine the national ownership rule, including the UHF discount.

On June 18, 2025, the FCC issued a Public Notice seeking comment to update the public record in this proceeding on whether to modify, retain, or eliminate the 39% national audience reach cap and/or the UHF discount.

The rulemaking proceeding remains pending.

We cannot predict the outcome of the rulemaking proceeding.

The majority of the stations we own and operate, or to which we provide programming services, are UHF.

The majority of stations we own and operate, or to which we provide programming services, are UHF.

With the UHF discount, our current reach (for FCC purposes) is approximately 23% of U.S.

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Local Television Ownership Rule .

A party may own television stations in adjoining markets, even if there is a digital noise limited service contour overlap between the two stations’ broadcast signals, and generally may own two stations in the same market (“local television ownership rule”) only (i) if there is no digital overlap between the stations;

or (ii) not more than one station is among the top-four rated stations in the market (“the Top-Four Prohibition”).

The FCC will, upon request, consider waiver of the Top-Four Prohibition to allow parties to own up to two top-four rated stations in the same market on a case-by-case basis.

On December 22, 2023, the FCC adopted the 2018 Ownership Order, extending the Top-Four Prohibition to prohibit, in certain circumstances, the placement of a second top-four rated programming affiliation on a multicast stream or low power television (LPTV) station and restricting the circumstances under which such existing top-four multicast streams or LPTV stations may be transferred or assigned in the future.

Affiliation arrangements existing as of the release of the 2018 Ownership Order that would otherwise violate the expanded Top-Four Prohibition will not be subject to divestiture, but such arrangements will not be transferrable or assignable absent case-by-case approval.

The 2018 Ownership Order, including this extension of the Top-Four Prohibition, became effective March 18, 2024 and is currently under appeal in the U.S.

Court of Appeals for the Eighth Circuit.

A party may own television stations in adjoining markets, even if there is a digital noise limited service contour overlap between the two stations’ broadcast signals, and generally may own up to two stations in the same market (“Local Television Ownership Rule”).

The FCC previously restricted common ownership of two top-four rated stations in a market (the “Top-Four Prohibition”), but the Top-Four Prohibition ceased to be effective on October 23, 2025.

Local Marketing and Outsourcing Agreements

Certain of our stations have entered into agreements with other stations in the same market, through which we provide programming and operating services pursuant to LMAs or provide sales services and other non-programming operating services pursuant to outsourcing agreements, such as JSAs and SSAs.

Certain of our stations have entered into agreements with other stations in the same market, through which we provide programming and operating services pursuant to LMAs or provide sales and other operating services pursuant to outsourcing agreements, such as JSAs and SSAs.

JSAs and SSAs are not currently attributable.

LMAs are attributable where a licensee holds an attributable interest in a television station and (i) programs more than 15% of the weekly broadcast hours and/or (ii) sells more than 15% of the weekly advertising time on another television station in the same market.

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If the FCC were to eliminate the exemption for these LMAs, we would have to terminate or modify these LMAs.

JSAs and SSAs currently are not attributable.

In August 2016, the FCC amended its ownership rules to provide for the attribution of JSAs under certain circumstances.

The subsequent Ownership Order on Reconsideration eliminated the JSA attribution rule.

In the 2018 Ownership Order the FCC declined to reconsider JSA attribution.

If we are required to terminate or modify our LMAs or JSAs, our business could be adversely affected in several ways, including losses on investments and termination penalties.

For more information on the risks, see “ The FCC’s multiple ownership rules and federal antitrust regulation may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs.

Changes in these rules may threaten our existing strategic approach to certain television markets.” under Item 1A.

Changes in these rules may change our existing strategic approach to certain television markets.” under Item 1A.

Risk Factors and Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap under Note 11.

Commitments and Contingencies within the Consolidated Financial Statements for further discussion.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements and Note 10.

Commitments and Contingencies within SBG’s Consolidated Financial Statements for further discussion.

Antitrust Regulation .

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We have elected to exercise our retransmission consent rights with respect to all of our stations.

In February 2015, the FCC issued an order implementing certain statutorily required changes to its rules governing the duty to negotiate retransmission consent agreements in good faith.

Under these rules, unless the stations are directly or indirectly under common de jure control as permitted under the FCC regulations, a station may not delegate authority to negotiate or approve a retransmission consent agreement to a station located in the same market or to a third party that negotiates together with another television station in the same market, nor may stations in the same market facilitate or agree to facilitate coordinated negotiation of retransmission consent terms for their stations in that market, including through the sharing of information.

Under the FCC’s “good faith” negotiation rules, unless the stations are directly or indirectly under common de jure control as permitted under the FCC regulations, a station may not delegate authority to negotiate or approve a retransmission consent agreement to a station located in the same market or to a third party that negotiates together with another television station in the same market, nor may stations in the same market facilitate or agree to facilitate coordinated negotiation of retransmission consent terms for their stations in that market, including through the sharing of information.

In May 2020, the FCC revised its good faith negotiation rules to specify that certain small MVPDs can meet the obligation to negotiate in good faith by negotiating with a large station group through a qualified MVPD buying group and that large station groups have an obligation to negotiate in good faith with such MVPD buying groups.

Further, in September 2015, the FCC released a Notice of Proposed Rulemaking in response to a Congressional directive in STELAR to examine the “totality of the circumstances test” for good-faith negotiations of retransmission consent.

The proposed rulemaking sought comment on new factors and evidence to consider in its evaluation of claims of bad faith negotiation, including service interruptions prior to a “marquee sports or entertainment event,” restrictions on online access to broadcast programming during negotiation impasses, broadcasters’ ability to offer bundles of broadcast signals with other broadcast stations or cable networks, and broadcasters’ ability to invoke the FCC’s exclusivity rules during service interruptions.

On July 14, 2016, the FCC’s then-Chairman Wheeler announced that the FCC would not, at that time, proceed to adopt additional rules governing good faith negotiations of retransmission consent.

No formal action has yet been taken on this Proposed Rulemaking, and we cannot predict if the FCC will terminate the Rulemaking or take other action.

Network Non-Duplication / Syndicated Exclusivity / Territorial Exclusivity

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Such significantly viewed signals are not subject to black out pursuant to the FCC’s network non-duplication rules.

The carriage of two network stations on the same cable system could result in a decline of viewership, adversely affecting the revenues of our owned or programmed stations.

In March 2014, the FCC issued a Report and Order and Further Notice of Proposed Rulemaking, requesting comments on whether it has authority to, and should, eliminate or modify its network non-duplication and/or syndicated exclusivity rules.

This proceeding is pending and we cannot predict when or how the FCC will resolve that rulemaking.

The FCC’s syndicated exclusivity rules allow local broadcast television stations to demand that cable operators black out syndicated non-network programming carried on “distant signals” (i.e., signals of broadcast stations, including so-called “superstations,” which serve areas substantially removed from the cable systems’ local community).

The FCC’s network non-duplication rules allow local broadcast, network affiliated stations to require that cable operators black out duplicate network programming carried on distant signals.

Both rules are subject to various exceptions and limitations.

In a number of markets in which we own or program stations affiliated with a network, a station that is affiliated with the same network in a nearby market is carried on cable systems in our markets.

Such significantly viewed signals are not subject to black out pursuant to the FCC’s network non-duplication rules.

The carriage of two network stations on the same cable system could result in a decline of viewership, adversely affecting the revenues of our owned or programmed stations.

This proceeding is pending and we cannot predict when or how the FCC will resolve that rulemaking.

The carriage of two network stations on the same cable system could result in a decline of viewership, adversely affecting the revenue of our owned or programmed stations.

Digital Television

FCC rules provide that television broadcast licensees may use their digital television (“DTV”) channels for a wide variety of services such as HD television, multiple standard definition television programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standard and further subject to the requirement that broadcasters pay a fee of 5% of gross revenues from any DTV ancillary or supplementary service for which there is a subscription fee or for which the licensee receives a fee from a third party.

FCC rules provide that television broadcast licensees may use their digital television (“DTV”) channels for a wide variety of services such as HD television, multiple standard definition television programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standard and further subject to the requirement that broadcasters pay a fee of 5% of gross revenue from any DTV ancillary or supplementary service for which there is a subscription fee or for which the licensee receives a fee from a third party.

These rules could impact the profitability related to ancillary or supplementary services provided as discussed within Development of Next Generation Wireless Platform under Operating Strategy above.

In addition, the recent extension of the Top-Four Prohibition to multicasting as discussed above and within Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap could impact the way we currently use our DTV channels and the services we are able to offer on those channels.

Programming and Operations

The Communications Act requires broadcasters to serve the “public interest.” The FCC has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license.

FCC licensees continue to be required, however, to present programming that is responsive to the needs and interests of their communities and to maintain certain records demonstrating such responsiveness.

The Communications Act requires broadcasters to serve the “public interest.” FCC licensees are required to present programming that is responsive to the needs and interests of their communities and to maintain certain records demonstrating such responsiveness.

Complaints from viewers concerning a station’s programming may be considered by the FCC when it evaluates renewal applications of a licensee, although such complaints may be filed at any time and generally may be considered by the FCC at any time.

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Other Pending Matters

Congress and the FCC have under consideration, and in the future may consider and adopt, new laws, regulations, and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership, and profitability of our broadcast stations, result in the loss of audience share and advertising revenues for our broadcast stations, and affect our ability to acquire additional broadcast stations or finance such acquisitions.

Congress and the FCC have under consideration, and in the future may consider and adopt, new laws, regulations, and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership, and profitability of our broadcast stations, result in the loss of audience share and advertising revenue for our broadcast stations, and affect our ability to acquire additional broadcast stations or finance such acquisitions.

On November 16, 2017, the FCC adopted a Report and Order and Further Notice of Proposed Rulemaking authorizing the voluntary deployment of NextGen TV and adopting rules to afford broadcasters flexibility to deploy NextGen TV based transmissions while minimizing impact on consumers and industry stakeholders and seeking comment on certain additional matters.

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and (3) sought comment on the current marketplace for ATSC 3.0 standard essential patents and the ability of third parties to develop products that rely upon them.

The proceeding remains pending and we cannot predict what the outcome will be.

On December 22, 2022, the FCC released a Public Notice to initiate the 2022 Quadrennial Regulatory Review, seeking comment on the Local Radio Ownership Rule, the Local Television Ownership Rule, and the Dual Network Rule.

On October 29, 2025, the FCC released a Fifth Further Notice of Proposed Rulemaking intended to accelerate the transition to ATSC 3.0, proposing to end (1) the mandatory ATSC 1.0 simulcast requirement in favor of voluntary simulcasting;

(2) the “substantially similar” requirement for simulcast streams;

and (3) the 95% coverage threshold for expedited processing.

These proceedings remain pending and we cannot predict what the outcome will be.

On December 22, 2022, the FCC released a Public Notice to initiate the 2022 Quadrennial Regulatory Review.

On September 30, 2025, the FCC issued a Notice of Proposed Rulemaking in the 2022 Quadrennial Regulatory Review proceeding, seeking further comments on the Local Television Ownership Rule.

The proceeding remains pending and we cannot predict what the outcome will be.

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We presently believe that none of our properties have any condition that is likely to have a material adverse effect on our consolidated balance sheets, consolidated statements of operations, or consolidated statements of cash flows.

Our stations and networks compete for audience share and advertising revenue with other television stations and cable networks in their markets, as well as with other advertising media such as Distributors, other OTT distributors, cable networks, video on-demand, radio, newspapers, magazines, outdoor advertising, transit advertising, telecommunications providers, direct mail, internet, podcasts, other digital media, and Big Tech (such as Alphabet, Amazon, Apple, Meta, and Microsoft).

Our stations and networks compete for television audience share primarily on the basis of program popularity, digital advertising impressions compete for audience share primarily based on content and reach, and podcast listeners compete for audience share based upon content subject matter, all of which has a direct effect on advertising rates within each of these platforms.

Our stations and networks compete for audience share, advertising revenue and distribution revenue with a growing number of media and technology companies, many of them much larger than us, including Alphabet (YouTube and YouTube TV), Amazon (Prime Video), Apple (Apple TV), X, TikTok, Microsoft, Meta (Facebook, Instagram), Netflix, Comcast (NBC and Peacock), Charter, Disney (ABC, ESPN, Hulu, Disney+), Echostar (Dish, SlingTV), DirecTV, Paramount Skydance (CBS, Showtime, Paramount+, Pluto TV), other local broadcasters, and others.

The list of competitors is more robust than ever and continues to grow.

The local advertising market is extremely competitive.

These other companies sell local advertising to the same advertisers as we do and show the same advertisements that appear on our stations.

Local advertisers have a growing number of media platforms with which to buy and place their local advertisements.

Many streaming providers that previously were subscription- based now have advertising tiers on their offerings, including Netflix, Disney+, Hulu, Peacock and others.

Local advertisements are appearing in many other forms in a local market including on Distributors, other OTT distributors, cable networks, mobile phone apps, social media feeds, connected televisions, video on-demand, radio, newspapers, magazines, outdoor advertising, transit advertising, telecommunications providers, direct mail, the internet, podcasts, and other digital media.

All these competitors have the ability to show the advertisement broadly in a local market and compete with us directly.

These competitors often work together to sell advertising that competes with us.

For example, Distributors may “connect” two or more cable systems in a local market together, called an “interconnect,” to combine the cable companies’ advertising to sell to one advertiser.

Our stations and networks also compete for audience share with these companies.

Viewing on YouTubeTV alone, for example, has surpassed all of the viewership of major broadcasters.

In addition, much of the programming that airs on our stations is also streamed on network-owned or third-party platforms.

Our programming, which includes network provided programs, locally-produced news, local sporting events, programming from program service arrangements, syndicated entertainment programs, and internally originated programming (including podcasts), compete on the basis of program popularity, viewer preferences, the quality and appeal of competing programming and the availability of other entertainment activities.

All of these factors, including the strength of the advertising market, have a direct effect on advertising rates within each of these platforms.

Our network affiliated stations are largely dependent upon the performance of network provided programs in order to attract viewers.

As noted, much of that content is also available on the network’s streaming platforms that compete directly with us for viewers and advertising.

Non-network time periods are programmed by the station primarily with syndicated programs purchased for cash, as well as through self-produced news, live local sporting events, and other programming.

We also compete for programming which involves negotiating with national program distributors or syndicators that sell first-run and rerun packages of programming.

Our stations and networks compete for access to those programs against in-market broadcast station competitors for syndicated products and with national cable networks.

Public broadcasting stations generally compete with commercial broadcasters for viewers, but not for advertising dollars.

Competition in the television broadcasting industry occurs primarily in individual DMAs.

Generally, a television broadcasting station in one DMA does not compete with stations in other DMAs.

Our stations are located in highly competitive DMAs.

Distributors can increase competition for viewership and broadcast television advertising inventory by carrying additional cable network channels within the same DMA as the broadcast television stations.

Distributors sell advertising on these cable networks to local advertisers.

These narrow cable network channels are typically low rated, and, as a result, advertisements are inexpensive to the local advertisers.

Distributors may also connect two or more cable systems together, also called an interconnect, which gives advertisers the option to reach more households in a market with a single buy.

In addition, certain of our DMAs are overlapped by over-the-air stations from adjacent DMAs and Distributors of stations from other DMAs, which tends to spread viewership and advertising expenditures over a larger number of television stations.

In addition, there is significant increased competition with Google, Facebook, social media, OTT offerings, and the multitude of other digital offerings that air video advertisements and sell programmatically to agencies and advertisers.

Distributor and OTT offerings have an ability to either blanket the market or target their advertising which broadcast stations do not.

Advertising rates are based upon factors which include the size of the market in which the stations operate;

Our stations and networks compete for access to those programs against in-market broadcast stations, technology companies, streaming companies, cable companies and even the networks’ streaming platforms.

Public broadcasting stations also generally compete with us for viewers, but not for advertising dollars.

Advertising rates are based upon factors which include the size of the local market in which the stations operate;

a program’s popularity among the viewers that an advertiser wishes to attract;

the number of advertisers competing for the available time;

the demographic makeup of the market served by the stations;

the availability of alternative advertising media in the DMA;

the aggressiveness and knowledge of the sales forces in the market to call on and understand their client’s need;

the demographic makeup of the local market served by the stations;

the availability of alternative advertising media in the local market;

the aggressiveness and knowledge of the sales forces in the local market to call on and understand their client’s need;

and development of projects, features, and programs that tie advertiser messages to programming.

We believe that our sales and programming strategies allow us to compete effectively for advertising revenues within the stations’ markets.

We believe that our sales and programming strategies allow us to compete effectively for advertising revenue within the stations’ local market.

Further, the process of obtaining distribution is highly competitive.

The value of our content to Distributors is based on the exclusivity of the content and the availability of competitor or similar content or programming.

In addition, the networks have retained the right to distribute their content directly to the vMVPDs, including YouTube TV and Hulu, which impact our ability to distribute our content to vMVPDs.

Our stations and networks face competition from other television stations and cable networks for the right to be carried by a particular Distributor, and for the right to be carried on the service tier that will attract the most subscribers.

Once one of our stations and networks obtains distribution, it competes for viewers not only with the other channels available through the Distributor, but also with over-the-air television, pay-per-view channels and video-on-demand channels, as well as online services, mobile services, radio, print, streaming services, and other sources of media and information, sporting events, and entertainment.

Important to our success in each area of competition the station or network faces are the price the station or network charges for its carriage;

The lessening of our exclusivity of content by the networks can and has made some of our content less valuable to Distributors.

Once one of our stations and networks obtains distribution, it competes for viewers not only with the other channels available through the Distributor, but also with over-the-air television, pay-per-view channels and video-on-demand channels, as well as streaming platforms, social media content, online services, mobile services, radio, print, the internet, and other sources of media and information, sporting events, and gaming and entertainment.

Important to our success in each area of competition our stations or networks face are the price the station or network charges for its carriage;

the quantity, quality, and variety of programming offered;

and the effectiveness of its marketing efforts.

Our stations’ and networks’ ability to successfully compete with other television stations and cable networks for distribution may be hampered because the Distributors, through which distribution is sought, may be affiliated with other television stations, broadcast networks, or cable networks.

Those Distributors may place their affiliated television station or cable network on a more desirable tier, thereby giving the affiliated television station or cable network a competitive advantage over our stations' and networks’ own programming.

Additionally, broadcast networks putting programming content on their own DTC platforms may also hinder our stations’ and networks’ ability to successfully compete within the broadcast market.

and the effectiveness of our marketing efforts.

Our stations’ and networks’ ability to successfully compete for distribution may be hampered because the Distributors, through which distribution is sought, may be affiliated with other television stations, broadcast networks, or cable networks.

Those Distributors may place their affiliated television station or cable network on a more desirable service tier, thereby giving the affiliated television station or cable network a competitive advantage over our stations' and networks’ own programming.

Additionally, networks putting programming content on their own streaming platforms may also hinder our stations’ and networks’ ability to successfully compete within the broadcast market.

Moreover, technological advances and regulatory changes affecting programming delivery through fiber optic lines, video compression, and new wireless uses could lower entry barriers for new video channels and encourage the further development of increasingly specialized “niche” programming.

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We continue to compete with these OTT services for viewership, which has become increasingly difficult as OTT distributors have begun to bundle their products with other OTT offerings.

The financial success of our stations and networks also depends in part upon unpredictable and volatile factors beyond our control, such as viewer preferences, the strength of the advertising market, the quality and appeal of competing programming, and the availability of other entertainment activities.

We believe we compete favorably against other television stations and cable networks because of our management skill and experience, our ability historically to generate revenue share greater than our audience share, our network affiliations and program service arrangements, and our local program acceptance.

We believe we compete favorably against our competitors because of our management skill and experience, our ability historically to generate revenue share greater than our audience share, our network affiliations and program service arrangements, and our local program acceptance, especially our locally-produced news.

In addition, we believe that we benefit from the operation of multiple broadcast and network properties, affording us certain non-quantifiable economies of scale and competitive advantages in the purchase of programming.

CORPORATE SOCIAL RESPONSIBILITY PRACTICES

We have a long history of supporting corporate social responsibility activities and, in the past few years, we have taken steps to better measure and quantify our progress in these areas.

In April 2024, we published our 2023 Corporate Social Responsibility report, detailing our achievements and underscoring our core strategies, which are the foundation of our corporate social responsibility commitments, including:

We have a long history of supporting corporate social responsibility activities.

Our core strategies, which are the foundation of our corporate social responsibility commitments, include:

• Identifying and implementing ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted;

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We actively promote our internal job announcement program as a part of our efforts to support employee growth by taking on new career opportunities within Sinclair.

Our innovation project is a strategic lever that drives revenue, reduces waste, and engages employees to serve our customers and shareholders as a pioneer in the industry.

We believe that the “next big idea” could come from anyone or anywhere and with this in mind, we gather innovation ideas from employees company-wide.

Our dedicated Innovation & Strategy team builds on our rich history of innovation to accelerate efforts across content, technology, audience development, distribution, marketing services, and business transformation.

Health, Safety, and Wellness.

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Our unique reporting in under-served arenas has sparked much-needed public engagement on topics of high local importance and concern.

WBFF’s “Project Baltimore,” which is now heading into its ninth year in 2025, has produced hundreds of stories chronicling the struggles and issues facing Maryland public schools and the students that attend those schools.

Reporting by our journalists in 2024 on topics such as the issues facing public schools, juvenile justice reform, illegal weapons, and toxic metals in baby foods, to name just a few, were cited by elected officials and lead to new state legislation.

WBFF’s “Project Baltimore,” which is now heading into its tenth year in 2026, has produced hundreds of stories chronicling the struggles and issues facing Maryland public schools and the students that attend those schools.

Reporting by our journalists in 2025 included topics such as the issues facing public schools, toxic metals in baby foods, America’s broken drug manufacturing supply chain, and forever chemicals, to name just a few, many of which were cited by elected officials and lead to new state legislation.

Our journalists are committed to providing citizens with relentless, in-depth reporting that holds public officials accountable, tracks the spending of taxpayer dollars, and gives a voice to the voiceless in the communities we serve.

In 2024, our news division was again recognized by industry peers for its groundbreaking reporting by being awarded 232 journalism awards, including a national Emmy Award to WBFF for their reporting to expose how Baltimore City schools denied students with disabilities a proper education;

our first ever national Edward R.

Murrow Award to WCHS for shedding a light on systemic issues in the West Virginia criminal plea system;

and eight Telly Awards to Full Measure for their fearless reporting on topics often ignored by other media organizations.

In 2025, our news division was again recognized by industry peers for its groundbreaking reporting by being awarded 246 journalism awards, including 32 regional Edward R.

Murrow awards, 55 regional Emmy awards, and four National Headliner Awards.

Connect to Congress is our multimedia initiative that enables Members of Congress from our news markets to speak directly to their constituents on a regular basis, through their local TV news stations.

The initiative, which launched in 2015, offers our local market viewers new ways to get answers to questions about what matters most to them at home.

Each Wednesday when Congress is in session, we set up cameras in the Capitol Rotunda, connected remotely to our local stations, with anchors and reporters conducting interviews with lawmakers about the key issues affecting constituents, connecting our local stations directly to Congress.

This also offers the hundreds of Congressional Members in our news markets their own media voice in their home districts.

Combining broadcast, digital, and social media technologies, Connect to Congress offers Sinclair’s local market viewers new ways to get answers to questions about what matters most at home.

In our 14-year history of producing “Your Voice Your Future” Town Halls, we’ve produced over 1,820 productions.

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Our Town Halls are produced in local markets and give our viewers an opportunity to have a voice and ask their elected leaders questions on important local and national topics.

In 2024, we produced 217 Town Hall productions throughout the country, covering a variety of topics including education and school safety, mental health, antisemitism, Black History Month, and veterans.

We also produced over 54 separate debates and Beyond the Podium specials with candidates for elected office.

W e remain committed to uncovering stories that demand deeper scrutiny and bringing impactful, underreported issues to the forefront.

In 2025, we produced 218 Town Hall productions throughout the country, covering a variety of topics including education and school safety, homelessness, forever chemicals, antisemitism, parenting, sanctuary cities, and veterans.

We remain committed to uncovering stories that demand deeper scrutiny and bringing impactful, underreported issues to the forefront.

We have steadfast dedication to providing content that alerts, protects, and empowers our audience.

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Sinclair Cares mobilizes Sinclair’s assets to support various community and charitable endeavors and responses to natural disasters through financial assistance, volunteerism, and raising awareness of important topics through our media platforms.

Over the last seven years, Sinclair Cares has spearheaded the Company’s efforts, including fund-raising and blood donations during weather and climate catastrophes, and raising funds and awareness for important social causes.

Over the last eight years, Sinclair Cares has spearheaded the Company’s efforts, including fund-raising and blood donations during weather and climate catastrophes, and raising funds and awareness for important social causes.

Recent initiatives include:

• Sinclair Cares:

Supporting Children’s Literacy - a partnership with Reading Is Fundamental, the nation’s leading children’s literacy nonprofit, to create awareness around children’s literacy challenges and help get books into the hands of children across the U.S.

through a virtual book drive.

California Wildfires Relief - a fundraising partnership with the Salvation Army to provide disaster relief support across Southern California which helped provide critical aid, shelter, food, fresh water, and support for wildfire survivors and first responders in Los Angeles.

• Sinclair Cares:

Summer Hunger Relief - a fundraising partnership with Feeding America to help provide meals to children and families across the U.S.

in the summer.

Including Sinclair’s corporate donation of $25,000, the campaign provided nearly 1.2 million meals to children and families, with funds going directly to the local Feeding America food bank in each donors’ community.

From Homeless to Hope - a nationwide initiative in partnership with the Salvation Army, including content produced by Sinclair and airing on Sinclair’s newscasts, dedicated to raising awareness about homelessness by shedding light on the many faces of homelessness and highlighting solutions that offer hope.

• Sinclair Cares:

Hurricane Helene Relief - a fundraising partnership with the Salvation Army and The United Way to assist with humanitarian relief efforts on the ground in Western North Carolina, South Carolina, Georgia, Florida, Virginia, and Tennessee in the aftermath of Hurricanes Helene and Milton.

Including Sinclair’s corporate donation of $50,000, the campaign raised nearly $1.3 million in donations designated for delivering emergency aid, including food, water, shelter, and cleanup kits.

Texas Tragedy Relief - a national fundraising campaign in partnership with The Salvation Army, to support those affected by the devastating flooding across Texas.

• Sinclair Cares:

Help Drive Out Cancer - a nationwide campaign in partnership with The Salvation Army, dedicated to raising awareness about the transportation barriers people with cancer face in accessing lifesaving treatment.

• Sinclair Cares:

Fill the Food Banks - a fundraising campaign in partnership with Feeding America to help provide meals to families across the U.S.

during the holiday season.

Our stations also sponsor countless philanthropic campaigns and events such as health expos, parades, and blood drives in their local markets and contribute to local charities.

We encourage not only our stations, but also our employees to engage in the communities in which we serve and live.

In 2024, Sinclair partnered with more than 400 nonprofit and civic organizations locally and across the country to help raise nearly $25 million for nonprofit organizations, schools, community agencies, and local disaster relief.

In addition, Sinclair helped to collect over 4.3 million pounds of food, over 250,000 diapers, over 300,000 toys, and almost 6,300 units of blood for those in need, while donating over $7 million in promotional airtime to organizations.

We sponsor a program to match certain employee charitable cash donations in order to encourage our employees to make charitable contributions to support activities and efforts that are important to them, and, in 2024, we held our second annual Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes.

In 2025, Sinclair partnered with more than 300 charitable organizations across our markets to help raise nearly $23 million for nonprofit organizations, schools, community agencies, and local disaster relief.

In addition, Sinclair helped to collect almost five million pounds of food, more than 107,000 diapers, more than 184,000 toys, and more than 6,400 school supplies, while donating an estimated $5.7 million in on-air commercial time to organizations.

We sponsor a program to match certain employee charitable cash donations in order to encourage our employees to make charitable contributions to support activities and efforts that are important to them, and, in 2025, we held our third annual Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes.

Over 1,300 employees volunteered a total of more than 3,600 hours that day to help out in their communities.

Our Diversity Scholarship Fund provides support to college students demonstrating a promising future in the broadcast industry.

Our annual Sinclair scholarship provides support to college students demonstrating a promising future in the broadcast industry.

In 2025, we awarded a total of $57,500 to 15 winning applicants from across the country.

We have distributed nearly $400,000 in tuition assistance since 2013, with a goal to invest in the future of the broadcast industry and to help students from diverse backgrounds, who reflect our audiences nationwide, complete their education and pursue careers in broadcast journalism, digital storytelling, and marketing.

Our news team hosts News Reporter and Producer Academies, a series of interactive, virtual workshops for college students interested in pursuing careers in journalism, including reporting, producing, and weather.

We have distributed more than $400,000 in tuition assistance since 2013, with a goal to invest in the future of the broadcast industry and help students complete their education and pursue careers in broadcast journalism, digital storytelling, and marketing.

Environmental Responsibility

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We have accelerated actions within our organization to lessen our use of electricity over time and to measure and eventually report on our electricity usage.

Our sustainability group is tasked with finding ways to help lower our carbon footprint through lowering our electricity consumption, purchasing greener supplies, and recycling.

Our focus is finding ways to help lower our carbon footprint through lowering our electricity consumption, purchasing greener supplies, and recycling.

Some of these initiatives are the efforts we are undertaking in proactively replacing our existing less efficient lighting with LED lighting, replacing HVAC equipment with higher efficiency models, and exploring electric vehicles as other ways our company can reduce its reliance on energy sources that result in emissions of greenhouse gasses that are harmful to the environment.

We recently implemented a solution to process utility bills which will gather and track energy consumption and measure this portion of our carbon footprint.

We implemented a solution to process utility bills which will gather and track energy consumption and measure this portion of our carbon footprint.

Since 2017, we have installed 150 new, energy efficient television transmitters, which are typically 25% more energy efficient than the units that they replace and generate less waste heat, and are currently installing, or have plans to install, an additional 18 during 2026 and 2027.

We successfully implemented a battery recycling operation across our television station footprint in order to reduce the amount of waste moving to landfills.

In conjunction with this, we have begun a company-wide transition to the use of rechargeable batteries for all studio operations at our stations.

We operate a battery recycling operation across our television station footprint in order to reduce the amount of waste moving to landfills and we are transitioning company-wide to the use of rechargeable batteries for all studio operations at our stations.

Throughout the organization, we are seeking to reduce the use of paper products and, whenever possible, recycling paper, electronics, and other items.

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

What changed 10-K

Item 1. Business