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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-26 · 89 added, 95 removed, 350 unchanged (34% of the section changed)

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The risks described below, along with risks not currently known to us or that we currently believe are immaterial, may impair our business operations and our liquidity in an adverse way.

RISKS RELATING TO OUR STRATEGIC REVIEW PROCESS

Although we announced the intention of our Board to conduct a comprehensive strategic review for our local media segment as well as a potential separation of Ventures through a spin-off, split-off, or other transaction, we may elect not to pursue any potential transactions, we may be unable to complete any potential transactions on favorable terms or at all and our strategic review process could adversely affect our businesses, results of operations and financial condition.

On August 11, 2025, we announced that our Board has authorized a comprehensive strategic review for our local media segment and will evaluate all value-enhancing opportunities, including acquisitions, strategic partnerships, and business combinations, with potential partners in the broadcast and the broader media and technology ecosystem.

With the intention of optimizing value creation across our portfolio, we announced that we will simultaneously evaluate separating Ventures through a spin-off, split-off, or other transaction.

Our announcement of the strategic review process involves various risks and uncertainties, including the risk that we may elect not to pursue any transactions following the strategic review process or that we may be unable to enter into any agreements for potential transactions and any agreements that we may enter into may not be on favorable terms and/or may not be completed due to regulatory or other factors.

If we elect not to, or are unable to, complete any transactions, or we complete any

transactions on unfavorable terms, we may suffer negative publicity, our businesses may suffer, our results of operations, financial condition or cash flows may be adversely affected and the market value of our shares may fall.

The strategic review process may be costly, time-consuming and complex, and we may incur significant legal, accounting and advisory fees and other expenses, some of which may be incurred regardless of whether we successfully enter into any transactions.

Moreover, the strategic review process could cause disruptions in, and create uncertainty surrounding, our business, including affecting our business relationships with existing and future customers, suppliers and employees, which could have an adverse effect on our results of operations and financial condition, potentially making it more difficult to successfully complete any transactions on favorable terms.

The strategic review process may divert management’s attention from overseeing and exploring opportunities that may be beneficial to our businesses and operations and, as such, adversely affect our businesses and operations and harm our results of operations, financial condition or cash flows and the market value of our shares.

Even if we successfully consummate one or more transactions, we or the surviving company may fail to realize all or any of the anticipated benefits of any such transactions, such benefits may take longer to realize than expected or we or the surviving company may be exposed to other operational and financial risks.

RISKS RELATING TO OUR OPERATIONS

If the rate of decline in the number of subscribers to Distributor services increases or these subscribers shift to other services or bundles that do not include our stations or programming networks, there may be a material adverse effect on our revenues.

The number of subscribers to Distributor services in the United States has been declining as technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume news, sports, and other entertainment, including through the so-called “cutting the cord” and other consumption strategies.

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If Distributor service offerings are not attractive to consumers for any reason (pricing, increased competition from OTT and DTC services, increased dissatisfaction with the quality of Distributor services, poor economic conditions or other factors), more consumers may (i) cancel their Distributor service subscriptions, (ii) elect to instead subscribe to OTT and DTC services, which in some cases may be offered at lower prices, or (iii) elect to subscribe to Distributors with smaller bundles of programming which may not include our programming networks.

If the rate of decline in the number of Distributor service subscribers increases or if subscribers shift to OTT services or smaller bundles of programming that do not include our programming networks, this may have a material adverse effect on our revenues.

If subscribers shift to DTC platforms, this may have a material adverse effect on our revenues.

If subscribers shift to DTC platforms, this may have a material adverse effect on our revenue.

We may not be able to renegotiate distribution agreements at terms comparable to or more favorable than our current agreements and networks with which we are affiliated currently, or in the future, may require us to share revenue from distribution agreements with them.

As distribution agreements expire, we may not be able to renegotiate such agreements at terms comparable to or more favorable than our current agreements.

This may cause revenues and/or revenue growth from our distribution agreements to decrease under the renegotiated terms despite the fact that our current distribution agreements include automatic annual fee escalators.

This may cause revenue and/or revenue growth from our distribution agreements to decrease under the renegotiated terms despite the fact that our current distribution agreements include automatic annual fee escalators.

In addition, certain networks or program service providers with which our stations are affiliated are currently, or in the future are expected to, require us to share revenue from distribution agreements with them as part of renewing expiring affiliation agreements or pursuant to certain rights contained in existing affiliation agreements.

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Distributors lobby to change the regulations under which retransmission consent is negotiated before both Congress and the FCC in order to increase their bargaining leverage with television stations.

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 seeks 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 Chairman at the time announced that the FCC would not, at that time, proceed to adopt additional rules governing good faith negotiations of retransmission consent but did not formally terminate the rulemaking.

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.

The FCC rules governing “good faith” retransmission consent negotiations provide that, among other things, it is a per se violation of the statutory duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station in the same market if the stations are not commonly owned.

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.

As further described under Item 1.

Business – Federal Regulation of Television Broadcasting , the FCC also has a Further Notice of Proposed Rulemaking pending which seeks additional comment on whether it has authority to, and should, eliminate or modify its network non-duplication and syndicated exclusivity rules.

The FCC’s prohibition on certain joint retransmission consent negotiations and the possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect our ability to sustain our current level of distribution revenues or grow such revenues in the future and could have an adverse effect on our business, financial condition and results of operations.

The FCC’s prohibition on certain joint retransmission consent negotiations may affect our ability to sustain our current level of distribution revenue or grow such revenue in the future and could have an adverse effect on our business, financial condition and results of operations.

Our acquisitions and investments could pose various risks and increase our financial leverage.

We have pursued and intend to selectively continue to pursue divestitures, acquisitions and investments, which may include, mergers, station swaps and joint ventures, subject to market conditions, our liquidity, and the availability of attractive acquisition and investment candidates, with the goal of enhancing or expanding our existing business and to acquire and develop new products and services.

We have pursued and intend to selectively continue to pursue acquisitions and investments, which may include, mergers, station swaps and joint ventures, subject to market conditions, our liquidity, and the availability of attractive acquisition and investment candidates, with the goal of enhancing or expanding our existing business and to acquire and develop new products and services.

In the future, we may not be able to identify attractive acquisitions and investments, or we may not be able to fund additional acquisitions and investments.

Acquisitions and investments involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities, and we may not be able to successfully implement effective cost controls, achieve expected synergies, or increase revenues as a result of an acquisition or investment.

Future acquisitions and investments may result in our assumption of unexpected liabilities, may result in the diversion of management’s attention from the operation of our core business and may limit our ability to generate higher returns elsewhere.

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There can be no assurance that future acquisitions and investments will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction.

We face intense, wide-ranging competition for viewers and advertisers.

We face intense, wide-ranging competition for viewers and advertisers, which could have a negative impact on the amount of advertising revenue we earn.

We compete, in certain respects and to varying degrees, for viewers and advertisers with other programming networks, pay-per-view, video on demand, online streaming services, and other content offered by Distributors.

We also compete for viewers, listeners and advertisers with OTT and DTC, mobile media, radio, motion picture, home video, stadiums and arenas, podcasts, outdoor advertising and other sources of information and entertainment and advertising services.

We also compete for viewers, listeners and advertisers with connected televisions, OTT and DTC, mobile media, radio, motion picture, home video, stadiums and arenas, podcasts, outdoor advertising and other sources of information and entertainment and advertising services.

Important competitive factors are the prices we charge for our programming networks, the quantity, quality and variety of the programming offered and the effectiveness of marketing efforts.

With respect to advertising services, factors affecting the degree and extent of competition include prices, reach and audience demographics, among others.

Some of our competitors are large companies that have greater financial resources available to them than we do, which could impact our viewership and the resulting advertising revenues.

Some of our competitors are large companies that have greater financial resources available to them than we do, which could impact our viewership and the resulting advertising revenue.

Rivals that may have greater resources than we have include:

• connected televisions and other streaming services, including mobile ;

• other local free over-the-air broadcast television and radio stations;

• Distributors, such as telecommunication companies, cable providers and direct broadcast satellite providers;

• print media providers such as newspapers, direct mail and periodicals;

• Broadcast networks that have introduced DTC platforms;

• print media providers such as direct mail and periodicals;

• internet search engines, internet service providers, social media platforms, websites, gaming platforms, and mobile applications;

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• Distributor “skinny” packages;

• mobile and connected television;

• Big Tech (such as Alphabet, Amazon, Apple, Meta and Microsoft);

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Additionally, gaming and other consoles are establishing themselves as providers of video services.

Substantial use of these technologies could impact the attractiveness of the Company’s programming to advertisers and adversely affect our advertising revenues.

Substantial use of these technologies could impact the attractiveness of the Company’s programming to advertisers and adversely affect our advertising revenue.

Our ability to meet consumer demands and expectations in today’s evolving mobile, multi-screen and multi-platform environment and to successfully adapt to technological advances in our industry, including alternative distribution platforms and viewing technologies, may affect the attractiveness of our offerings.

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Distributors are developing or have developed new technology that allows them to transmit more channels on their existing equipment to highly targeted audiences, reducing the cost of creating channels and potentially leading to the division of the television industry into ever more specialized niche markets.

Competitors who target programming to such sharply defined markets may gain an advantage over us for television advertising revenues.

Competitors who target programming to such sharply defined markets may gain an advantage over us for television advertising revenue.

The decreased cost of creating channels may also encourage new competitors to enter our markets and compete with us for advertising revenue.

Advertising revenues can be significantly impacted by new technologies, since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in, and difficulties related to, the employed statistical sampling methods, new distribution platforms and viewing technologies (such as digital recording and time-skipping technologies), and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.

Advertising revenue can be significantly impacted by new technologies, since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in, and difficulties related to, the employed statistical sampling methods, new distribution platforms and viewing technologies (such as digital recording and time-skipping technologies), and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.

Nielsen’s statistical sampling method is the primary measurement technique used in our television advertising sales;

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The emerging measurement currencies generally undercount over-the-air viewing and Nielsen has not prioritized over-the-air enhancements.

If measurement evolves in a

direction that is unfavorable to over-the-air viewing it could reduce the attractiveness of our audiences to advertisers.

If measurement evolves in a direction that is unfavorable to over-the-air viewing it could reduce the attractiveness of our audiences to advertisers.

In addition to traditional measurement currencies, we also measure and monetize our campaign reach and frequency on and across digital platforms based on other third-party data using a variety of methods including the number of impressions served and demographics.

These variations and changes could have a significant negative effect on advertising revenues.

These variations and changes could have a significant negative effect on advertising revenue.

We depend on the appeal of our programming, which may be unpredictable, and increased programming costs or the loss of key entertainment and sports programming previously exclusively available to Distributor subscribers may have a material negative effect on our business and on our results of operations.

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We recurringly identify cyber threats as well as vulnerabilities in our systems and work to address them.

Despite our efforts and the efforts of our third-party vendors to ensure the integrity of our software, computers, systems and information, we may not be able to anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against all cyber threats, especially because the techniques used are increasingly sophisticated, including the use of artificial intelligence, change frequently, are complex, and are often not recognized until launched.

Despite our efforts and the efforts of our third-party vendors to ensure the integrity of our software, computers, systems and information, we may not

be able to anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against all cyber threats, especially because the techniques used are increasingly sophisticated, including the use of artificial intelligence, change frequently, are complex, and are often not recognized until launched.

For example, in 2021, we detected an incident that resulted in an approximate $20 million loss, net of insurance recoveries.

Cyber-attacks can originate from a variety of sources, including external parties who are affiliated with foreign governments or are involved with organized crime or terrorist organizations.

Third parties may also attempt to induce employees, customers or other users of our systems to disclose sensitive information or provide access to our systems or network, or to our data or that of our counterparties, and these types of risks may be difficult to detect or prevent.

Despite our security measures (including, employee training, multi-factor authentication, security information and event management, firewalls and testing tools, and backup and recovery systems), in 2021, we detected an incident that resulted in the loss in the fourth quarter of 2021 of approximately $63 million of advertising revenue, primarily related to our local media segment, as well as approximately $7 million in costs and expenses related to mitigation efforts, our investigation and the security improvements resulting therefrom.

These amounts exceeded the limits under our insurance policies and thus, based on the known effects of the cyber incident, the cyber incident resulted in approximately $20 million of unrecoverable net loss through December 31, 2022.

We expect cyber-attack and breach incidents to continue, and we are unable to predict the direct or indirect impact of future attacks or breaches on our business operations.

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This could result in significant financial losses, loss of customers and business opportunities, reputational damage, litigation, regulatory fines, penalties, significant intervention, reimbursement or other compensatory costs, significant costs to investigate the event, remediate vulnerabilities and modify our protective measures, or otherwise adversely affect our business, financial condition or results of operations.

While we maintain insurance to cover losses related to cybersecurity risks and business interruption, such policies, as was the case with respect to the October 2021 cybersecurity incident, may not be sufficient to cover all losses of this incident or any future incidents.

While we maintain insurance to cover losses related to cybersecurity risks and business interruption, such policies, as was the case with respect to the 2021 cybersecurity incident, may not be sufficient to cover all losses of this incident or any future incidents.

Data privacy, data protection, and information security may require significant resources and present certain risks, including risks related to compliance with domestic and international privacy and data protection laws.

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These evolving privacy, security, and data protection laws may require us to expend significant resources to implement additional data protection measures.

In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the

In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the various U.S.

states in which we operate, and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure.

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In the future we could experience interruptions, delays and outages in service and availability from our third-party cloud computing providers from time to time due to a variety of factors, including, but not limited to, infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.

Because we cannot easily switch our cloud computing operations to other third-party providers without significant costs, any disruption of or interference with our use of third-party cloud computing service providers could have a materially negative impact on our business and the results of our operations.

Because we cannot easily switch our cloud computing operations to other third-party

providers without significant costs, any disruption of, or interference with, our use of third-party cloud computing service providers could have a materially negative impact on our business and the results of our operations.

The loss of key personnel, including talent, could disrupt the management or operations of our business and could have an adverse effect on our financial condition and results of operations.

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Failure to renew these agreements, higher costs in connection with these agreements or a significant labor dispute could adversely affect our business by causing, among other things, delays in production that lead to declining viewers, a significant disruption of operations, and reductions in the profit margins of our programming and the amounts we can charge advertisers for time.

Our stations also broadcast certain professional sporting events, and our viewership may be adversely affected by player strikes or lockouts which could adversely affect our advertising revenues, results of operations and result in rebates to our Distributors for not meeting minimum event thresholds.

Our stations also broadcast certain professional sporting events, and our viewership may be adversely affected by player strikes or lockouts which could adversely affect our advertising revenue, results of operations and result in rebates to our Distributors for not meeting minimum event thresholds.

The amounts paid under our sports licensing agreements could be negatively impacted by rising professional player salaries and collective bargaining agreements.

Further, any changes in the existing labor laws, including the possible enactment of the Employee Free Choice Act, may further the realization of the foregoing risks.

Further, any changes in the existing labor laws and pro-union reforms may further the realization of the foregoing risks.

Unrelated third parties may bring claims against us based on the nature and content of information posted on our linear programming, social platforms, and websites maintained by us.

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This volatility affects our operating results and may reduce our ability to repay debt or reduce the market value of our securities.

We rely on sales of advertising time for a significant portion of our revenues and, as a result, our operating results depend on the amount of advertising revenue we generate.

We rely on sales of advertising time for a significant portion of our revenue and, as a result, our operating results depend on the amount of advertising revenue we generate.

If we generate less advertising revenue, it may be more difficult for us to repay debt and meet our debt service obligations, and the value of our business may decline.

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• the levels of automotive and services advertising, which historically have represented a large portion of our advertising revenue;

• the levels of political advertising, which are significantly higher in even-number years and elevated further every four years related to the state, congressional, and presidential election cycles (as was the case in 2024), historically have represented a large portion of our advertising revenue;

for the year ended December 31, 2024 (a political year), political advertising represented 26% of local media segment advertising revenue, and for the year ended December 31, 2023 (a non-political year), political advertising represented 4% of local media segment advertising revenue;

• the levels of political advertising, which are significantly higher in even-numbered years and elevated further every four years related to the state, congressional, and presidential election cycles (as was the case in 2024), historically have represented a large portion of our advertising revenue;

for the year ended December 31, 2025 (a non-political year), political advertising represented 3% of local media segment advertising revenue, and for the year ended

December 31, 2024 (a political year), political advertising represented 26% of local media segment advertising revenue;

• the levels of political advertising and volume of ballot issues, which are affected by political beliefs, public opinion, campaign finance laws, and the ability of political candidates and political action committees to raise and spend funds which are subject to seasonal fluctuations;

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There can be no assurance that our advertising revenue will not be volatile in the future or that such volatility will not have an adverse impact on our business, financial condition, or results of operations.

We internally originate and purchase programming in advance based on expectations about future revenues.

Actual revenues may be lower than our expectations.

We internally originate and purchase programming in advance based on expectations about future revenue.

Actual revenue may be lower than our expectations.

If this happens, it could have an adverse effect on our business, financial condition and results of operations.

The production of internally originated programming requires a large up-front investment and the revenues derived from the airing of internally originated programming primarily depends upon its acceptance by the public, which is difficult to predict.

The production of internally originated programming requires a large up-front investment and the revenue derived from the airing of internally originated programming primarily depends upon its acceptance by the public, which is difficult to predict.

The commercial success of original content also depends upon the quality and acceptance of other competing content released into the marketplace at or near the same time, the availability of a growing number of alternative forms of entertainment, general economic conditions and their effects on consumer spending, and other tangible and intangible factors, all of which can change and cannot be predicted with certainty.

Any of these factors could reduce our revenues or otherwise cause our costs to escalate relative to revenues.

Any of these factors could reduce our revenue or otherwise cause our costs to escalate relative to revenue.

These factors are exacerbated during a weak advertising market.

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If a particular network or program is not popular in relation to its costs, we may not be able to sell enough advertising time to cover the cost.

Any of these factors could reduce our revenues or otherwise cause our costs to escalate relative to revenues and are likewise exacerbated during a weak advertising market.

Any of these factors could reduce our revenue or otherwise cause our costs to escalate relative to revenue and are likewise exacerbated during a weak advertising market.

We may lose a large amount of programming if a network terminates its affiliation or program service arrangement with us, we are not able to negotiate arrangements at terms comparable to or more favorable than our current agreements, or if networks make programming available through services other than our local affiliates, which could increase our costs and/or reduce our revenue.

The networks produce and distribute programming in exchange for each station’s commitment to air the programming at specified times and for commercial announcement time during programming and for cash fees.

The amount and quality of programming provided by each network varies.

The amount and quality of

programming provided by each network varies.

See Television Markets and Stations within Item 1.

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The non-renewal or termination of any of our network affiliation agreements would prevent us from being able to carry programming of the relevant network.

This loss of programming would require us to obtain replacement programming, which may involve higher costs and which may not be as attractive to our target audiences, resulting in reduced revenues.

This loss of programming would require us to obtain replacement programming, which may involve higher costs and which may not be as attractive to our target audiences, resulting in reduced revenue.

Upon the termination of any of our network affiliation agreements, we would be required to establish a new network affiliation agreement for the affected station with another network or operate as an independent station.

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Business for a listing of current expirations of our affiliation agreements.

We may be subject to investigations or fines from governmental authorities, such as, but not limited to penalties related to violations of FCC indecency, children’s programming, sponsorship identification, closed captioning and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our FCC license renewal applications with the FCC.

We may be subject to investigations or fines from governmental authorities, such as, but not limited to penalties related to violations of FCC indecency, children’s programming, sponsorship identification, closed captioning and other FCC rules and policies, and complaints related to such violations may delay our FCC license renewal applications with the FCC.

We provide a significant amount of live news reporting that is provided by the broadcast networks or is controlled by our on-air news talent.

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Violation of the indecency, children’s programming, closed captioning or sponsorship identification rules could potentially subject us to penalties, license revocation, or renewal or qualification proceedings.

For example, as described under Litigation within FCC Matters under Note 12.

Commitments and Contingencies within the Consolidated Financial Statements, on May 22, 2020, the FCC released an Order and Consent Decree pursuant to which we agreed to pay $48 million and implement a four year compliance plan to resolve various matters (which compliance plan terminated on May 29, 2024) and on September 21, 2022 issued a Notice of Apparent Liability (NAL) alleging violations of the FCC’s limits on commercial matter in children’s television programming and proposing a forfeiture of $2.7 million against the Company, and fines ranging from $20,000 to $26,000 per station for other licensees covered by the NAL (including certain stations with whom the Company has an LMA, JSA, and/or SSA), for a total of $3.4 million.

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

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

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

There can be no assurance that future incidents that may lead to significant fines or other penalties by the FCC can be avoided.

For example, as described under FCC Matters within Litigation, Claims, and Regulatory Matters under Note 11.

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

Commitments and Contingencies within SBG’s Consolidated Financial Statements, on May 22, 2020, the FCC released an Order and Consent Decree pursuant to which we agreed to pay $48 million and implement a four year compliance plan to resolve various matters (which compliance plan terminated on May 29, 2024) and on June 27, 2025 the FCC released an Order and Consent Decree pursuant to which we agreed to pay $500,000 to resolve, without any admission of liability, a forfeiture order relating to the FCC’s limits on commercial matter in children’s television programming, a closed captioning investigation of Company station WUHF in Rochester, NY, and matters relating to certain of our pending station renewal applications.

As part of the consent decree, we 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.

From time to time, we may be the subject of an investigation by governmental authorities, which could lead to an action or proceeding against us.

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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.

Changes in these rules may change our existing strategic approach to certain television markets.

Television station ownership

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Business , in December 2017, the FCC released a Notice of Proposed Rulemaking to examine the National Ownership Rule, including the UHF discount, which remains pending.

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.

Because we are near the 39% cap without application of the UHF discount, changes to the UHF discount or National Ownership Rule could limit our ability to acquire television stations in additional markets.

As discussed in Local Television Ownership Rule under Ownership Matters under Federal Regulation of Television Broadcasting within Item 1.

Business , in December 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, which may affect the Company’s ability to acquire programming or to sell or acquire stations due to the need to divest grandfathered affiliations.

As discussed in Local Marketing and Outsourcing Agreements under Federal Regulation of Television Broadcasting within Item 1.

Business, certain of our stations have entered into outsourcing or joint sales agreements (“JSAs”) pursuant to which we may sell more than 15% of advertising time on a separately owned television station in the same market.

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

The FCC subsequently adopted an Ownership Order on Reconsideration in 2017 and eliminated the JSA attribution rule.

The Order on Reconsideration was appealed but ultimately upheld by the Supreme Court and became effective in June 2021.

In December 2022, the FCC adopted the 2018 Quadrennial Ownership Order and declined to reconsider JSA attribution.

The 2022 Quadrennial Regulatory Review proceeding remains pending.

We have entered into JSAs whereby 34 stations provide various non-programming related services such as sales, operational, and managerial services to other stations within the same markets.

We have entered into JSAs whereby 25 stations provide various related services such as sales, operational, and managerial services to other stations within the same markets.

For additional information, refer to Television Markets and Stations within Item 1.

Variable Interest Entities within the Consolidated Financial Statements for further discussion of our JSAs which we consolidate as variable interest entities.

Variable Interest Entities within Sinclair’s Consolidated Financial Statements and Note 11.

Variable Interest Entities within SBG’s Consolidated Financial Statements for further discussion of our JSAs which we consolidate as variable interest entities.

Certain of our stations have entered into LMAs pursuant to which we may provide programming to and sell advertising on a separately owned television station serving the same market.

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The FCC may review these exempted LMAs in the future and if it determines to terminate or modify the exempt period and make all LMAs fully attributable we will be required to terminate or modify our exempted LMAs unless the FCC’s local ownership rules would permit us to own both stations.

As of December 31, 2021, we provide services under exempted LMAs to eight television stations owned by third parties.

Variable Interest Entities within the Consolidated Financial Statements for further discussion of our LMAs which we consolidate as variable interest entities.

As of December 31, 2025, we provide services under exempted LMAs to five television stations owned by third parties.

Variable Interest Entities within Sinclair’s Consolidated Financial Statements and Note 11.

Variable Interest Entities within SBG’s Consolidated Financial Statements for further discussion of our LMAs which we consolidate as variable interest entities.

If we are required to terminate or modify our LMAs, JSAs and other outsourcing agreements, our business could be affected in the following ways:

• Loss of revenues .

If the FCC requires us to modify or terminate existing arrangements, we would lose some or all of the revenues generated from those arrangements.

• Loss of revenue .

If the FCC requires us to modify or terminate existing arrangements, we would lose some or all of the revenue generated from those arrangements.

We would lose revenue because we will have fewer demographic options, a smaller audience distribution and lower revenue share to offer to advertisers.

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As part of certain of our arrangements, we own the non-license assets used by the stations with which we have arrangements.

If certain of these arrangements are no longer permitted, we

would be forced to sell these assets, restructure our agreements or find another use for them.

If certain of these arrangements are no longer permitted, we would be forced to sell these assets, restructure our agreements or find another use for them.

If this happens, the market for such assets may not be as good as when we purchased them and, therefore, we cannot be certain of a favorable return on our original investments.

• Termination penalties .

If the FCC requires us to modify or terminate existing arrangements before the terms of the arrangements expire, or under certain circumstances, we elect not to extend the terms of the arrangements, we may be forced to pay termination penalties under the terms of certain of our arrangements.

If the FCC requires us to modify or terminate existing arrangements before the terms of the arrangements expire, or under certain circumstances, we elect not to extend the terms of the

arrangements, we may be forced to pay termination penalties under the terms of certain of our arrangements.

Any such termination penalties could be material.

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See 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.

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

Commitments and Contingencies within SBG’s Consolidated Financial Statements.

Failure of owner / licensee to exercise control

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We continue to make significant investments in research and development relating to our technologies and products.

Investments in new technology and processes are inherently speculative.

Investments in new technologies and processes are inherently speculative.

Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations.

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Our executive officers and employees have limited experience in the management of non-broadcast businesses.

Our management team may not successfully or effectively manage or operate our non-broadcast businesses and an increasing amount of their time may be devoted to these activities which would result in less time being devoted to the management and growth of our core business.

Our management team may not successfully or effectively manage or operate our

non-broadcast businesses and an increasing amount of their time may be devoted to these activities which would result in less time being devoted to the management and growth of our core business.

Our management team has goals to grow these non-broadcast related businesses through continued investment which may require us to receive external financing, as well as incur costs related to the acquisition of personnel with the appropriate level of knowledge, experience, and training to operate these non-core businesses to achieve these goals.

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Our operations and business have in the past been, and could in the future be, materially adversely impacted by a pandemic or other health emergency.

Pandemics, such as the COVID-19 pandemic, and public health emergencies have affected and may, in the future, adversely affect our businesses.

Pandemics and public health emergencies have affected and may, in the future, adversely affect our businesses.

We experienced adverse business impacts relating to advertising sales, the suspension of content production, delays in the creation and availability of our programming, and other negative effects on our business during the COVID-19 pandemic.

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Our response to corporate social responsibility considerations, and compliance with laws and regulations related thereto, may adversely impact our business.

State and federal regulators, investors, consumers, and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) considerations.

Until recently, state and federal regulators, investors, consumers, and other stakeholders were increasingly focused on environmental, social, and governance (“ESG”) considerations.

While we engage in various initiatives to help manage our corporate social responsibility profile and respond to stakeholder expectations, which continue to evolve, such initiatives can be costly and may not have the desired effect.

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Moreover, stakeholder expectations are not uniform, and both opponents and proponents of various ESG-related matters have increasingly resulted in a range of activism to advocate for their positions.

Under the Biden administration, the SEC adopted regulations requiring disclosure related to our management of human capital resources to enhance and standardize climate-related disclosures, although the climate-related regulations are subject to voluntary stay pending legal challenges.

These increased disclosure obligations have required and may continue to require us to implement new practices and reporting processes, and have created, and will continue to create, additional compliance risk.

These increased disclosure obligations could also cause us to incur increased costs to track, measure, and report on the results of these practices and could negatively impact our operating results.

However, on January 21, 2025, President Trump issued an Executive Order requiring all federal agencies to terminate any policies establishing diversity, equity and inclusion (“DEI”)-based preferences, and to enforce federal civil rights laws to combat such preferences of entities operating in the private sector.

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In this regard, any scrutiny by federal government authorities of the Company’s corporate social responsibility practices, or those of the communications industry generally, may have a material adverse effect on us.

Additionally, the increased SEC disclosure rules discussed above may be abandoned by new leadership at the SEC, new regulations might be implemented that limit ESG shareholder proposals that may be considered, and Congress may continue to conduct investigations into companies’ ESG initiatives and priorities.

Navigating varying expectations of policymakers and other stakeholders has inherent costs, and any failure to successfully navigate such expectations may expose us to negative publicity, shareholder activism, and litigation or other engagement from pro- and anti-ESG stakeholders, as well as the potential for civil investigations and enforcement by federal governmental authorities.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 4.

Goodwill, Indefinite-Lived Intangible Assets, and Other Intangible Assets within the Consolidated Financial Statements .

We are subject to risks related to our use of Artificial Intelligence (AI), a new and emerging technology, which is in the early stages of commercial use.

Goodwill, Indefinite-Lived Intangible Assets, and Other Intangible Assets within Sinclair’s Consolidated Financial Statements and Note 4.

Goodwill, Indefinite-Lived Intangible Assets, and Other Intangible Assets within SBG’s Consolidated Financial Statements .

We are subject to risks related to our use of AI, which is in the early stages of commercial use.

We continually evaluate the use of AI in our business processes.

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Certain Relationships and Related Transactions, which will be included as part of our Proxy Statement for our 2026 Annual Meeting.)

under such debt instruments, acceleration of amounts due under our debt and loss of assets securing our loans within Item 1A.

Risk Factors , under certain circumstances require us to offer to buy back some or all of our outstanding STG 5.125% unsecured notes due 2027, the STG 5.500% unsecured notes due 2030, the STG first-out first lien secured notes due 2033, the STG second-out first lien secured notes due 2022, and the STG senior secured second lien notes due 2033 (the STG notes are collectively referred to as the “STG Notes”) and could result in an event of default under our new credit agreement as described under Liquidity and Capital Resources within Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations below (“New Credit Agreement”) and (ii) give Cunningham Broadcasting Corporation (“Cunningham”) the right to terminate the LMAs and other outsourcing agreements with Cunningham due to a “change in control.” Any such termination of LMAs could have an adverse effect on our results of operations.

The FCC’s multiple ownership rules may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs.

Changes in these rules may threaten our existing strategic approach to certain television markets.

See the risk factor below regarding the FCC’s multiple ownership rules.

Significant divestitures by the Smiths could cause them to own or control less than 51% of the voting power of our shares, which in turn (i) could, as discussed under A failure to comply with covenants under debt instruments could result in a default under such debt instruments, acceleration of amounts due under our debt, and loss of assets securing our loans within Item 1A.

Risk Factors , under certain circumstances require us to offer to buy back some or all of the outstanding STG 5.500% unsecured notes due 2030, STG 8.125% first-out first lien secured notes due 2033, STG 4.375% second-out first lien secured notes due 2032, and STG 9.750% senior secured second lien notes due 2033 (the STG notes are collectively referred to as the “STG Notes”) and could result in an event of default under our new credit agreement as described under Liquidity and Capital Resources within Item 7.

RISKS RELATING TO OUR DEBT

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We have a high level of debt, totaling $4,383 million at December 31, 2025, compared to the book value of shareholders’ equity of $370 million on the same date.

Our high level of debt poses risks, including the following risks, particularly in periods of declining revenues:

Our high level of debt poses risks, including the following risks, particularly in periods of declining revenue:

• we may be unable to service our debt obligations, especially during negative economic, financial credit and market industry conditions;

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• the amount available for joint ventures, working capital, capital expenditures, dividends and other general corporate purposes may be limited because a significant portion of cash flow is used to pay principal and interest on outstanding debt;

• if our distribution and advertising revenues decline, we may not be able to service our debt;

• if our distribution and advertising revenue decline, we may not be able to service our debt;

• our lenders may not be as willing to lend additional amounts to us for future joint ventures, working capital needs, additional acquisitions or other purposes;

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If we cannot make scheduled payments on our debt, we will be in default and holders of our debt could declare all outstanding principal and interest to be due and payable, the lenders under the New Credit Agreement could terminate their commitments to loan us money, the holders of our debt could foreclose against the assets securing their obligations and we and/or STG could be forced into bankruptcy or liquidation.

Despite our current level of debt, we and our subsidiaries may still be able to incur substantially more debt.

Despite our current level of debt, we and our subsidiaries may be able to incur substantially more debt.

This could further exacerbate the risks to our financial condition described herein.

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As a result, interest rates on the obligations under the New Credit Agreement or other variable rate debt offerings could be higher or lower than current levels.

As of December 31, 2024, approximately $2,620 million principal amount of our debt relates to the credit agreement in effect as of the end of 2024 (the “Bank Credit Agreement”) and is subject to variable interest rates.

As of December 31, 2025, approximately $1,432 million principal amount of our debt relates to the New Credit Agreement and is subject to variable interest rates.

If interest rates increase, our debt service obligations on our variable rate debt would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our debt, would correspondingly decrease.

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However, we do utilize derivative financial instruments to reduce interest rate risk associated with our indebtedness.

To manage variable interest rate risk, we entered into an interest rate swap agreement in February 2023, which will effectively convert a portion of our variable rate indebtedness into

a fixed rate loan.

To manage variable interest rate risk, we entered into an interest rate swap agreement in February 2023, which will effectively convert a portion of our variable rate indebtedness into a fixed rate loan.

The associated impact on our operating results is directly related to changes in prevailing interest rates.

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Future financing arrangements may contain additional restrictions, tests, and restrictive covenants that may limit our ability to pursue certain opportunities, limit our ability to raise additional debt or equity financing to operate during general economic or business downturns, and prevent us from taking action that could increase the value of our securities or require actions that decrease the value of our securities.

In addition, we may fail to meet the tests and thereby default on one or more of our obligations (particularly if the economy weakens and reduces our advertising revenues).

In addition, we may fail to meet the tests and thereby default on one or more of our obligations (particularly if the economy weakens and reduces our advertising revenue).

If we default on our obligations, creditors could require immediate payment of the obligations or foreclose on collateral.

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If we breach certain of our debt covenants, we will be unable to utilize the full borrowing capacity under our debt arrangements and our lenders could require us to repay the debt immediately, and, if the debt is secured, could immediately take possession of the property securing such debt.

In addition, because certain of our debt agreements contain cross-default and cross-acceleration

provisions with other debt, if any other debtholder of STG were to declare its loan due and payable as a result of a default, the holders of the respective debt of STG, might be able to require us to pay those debts immediately.

In addition, because certain of our debt agreements contain cross-default and cross-acceleration provisions with other debt, if any other debtholder of STG were to declare its loan due and payable as a result of a default, the holders of the respective debt of STG, might be able to require us to pay those debts immediately.

As a result, any default under debt covenants could have a material adverse effect on our financial condition and our ability to meet our obligations.

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• content providers may cut back on the amount of content we can acquire to program stations;

• the possibility of our distribution customers losing subscribers, thereby impacting our distribution revenues.

• the possibility of our distribution customers losing subscribers, thereby impacting our distribution revenue.

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 1A. Risk Factors