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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-26 · 237 added, 210 removed, 361 unchanged (55% of the section changed)

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The following Management’s Discussion and Analysis provides qualitative and quantitative information about Sinclair’s and SBG’s financial performance and condition which should be read in conjunction with the other sections in this annual report, including Item 1.

Business and the Consolidated Financial Statements, including the accompanying notes to those statements.

Business and within Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements, including the accompanying notes to those statements.

This discussion consists of the following sections:

Executive Overview — a description of our business, summary of significant events, and information about industry trends;

Critical Accounting Policies and Estimates — a discussion of the accounting policies that are most important in understanding the assumptions and judgments incorporated in the Consolidated Financial Statements and a summary of recent accounting pronouncements;

Results of Operations — a summary of the components of Sinclair’s and SBG’s revenues by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair’s and SBG’s revenues and expenses for 2024, 2023, and 2022, including a comparison between 2024 and 2023;

Critical Accounting Policies and Estimates — a discussion of the accounting policies that are most important in understanding the assumptions and judgments incorporated within Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements and a summary of recent accounting pronouncements;

Results of Operations — a summary of the components of Sinclair’s and SBG’s revenue by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair’s and SBG’s revenue and expenses for 2025, 2024, and 2023, including a comparison between 2025 and 2024;

Liquidity and Capital Resources — a discussion of Sinclair’s and SBG’s primary sources of liquidity and contractual cash obligations and an analysis of Sinclair’s and SBG’s cash flows from or used in operating activities, investing activities, and financing activities.

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We are 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, sports, and other original programming produced by us and our owned networks.

Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties and we have interests in, own, manage and/or operate technical and software services companies, research and development 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.

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

Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties.

We have interests in, own, manage and/or operate technical and software services companies, research and development 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 of December 31, 2025, Sinclair had two reportable segments, local media and tennis, and SBG had one reportable segment, local media.

Sinclair and SBG’s local media segment is comprised of our television stations, which are owned and/or operated by Sinclair and SBG’s wholly-owned subsidiary, Sinclair Television Group, Inc.

(“STG”) and its direct and indirect subsidiaries, original networks and content.

Sinclair and SBG’s local media segment is comprised of our television stations, which are owned and/or operated by Sinclair and SBG’s wholly-owned subsidiary, STG and its direct and indirect subsidiaries, original networks and content.

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.

Sinclair also earns revenues from non-broadcast digital and internet services, technical services, and non-media investments, included within “other.” Other and corporate are not reportable segments for either Sinclair or SBG.

As of December 31, 2024, STG, for which certain assets and results of operations are included in the local media segment and which is one of Sinclair and SBG’s wholly owned subsidiaries, was the primary obligor under the Bank Credit Agreement and the STG Notes.

Sinclair also earns revenue from non-broadcast digital and internet services, technical services, and non-media investments, included within “other.” Other and corporate are not reportable segments for either Sinclair or SBG.

As of December 31, 2025, STG, for which certain assets and results of operations are included in the local media segment and which is one of Sinclair and SBG’s wholly owned subsidiaries, was the primary obligor under the New Credit Agreement and the STG Notes.

SBG and substantially all of STG’s subsidiaries are guarantors under the STG debt instruments.

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Content and Distribution

• In January 2024, Sinclair announced a comprehensive multi-year distribution agreement with Verizon for carriage on FiOS TV, covering Tennis Channel and SBG’s local television stations in 10 markets.

• In January 2024, Sinclair renewed its distribution agreement with the National Content & Technology Cooperative (“NCTC”) that allows NCTC’s member companies to opt into a multi-year retransmission consent agreement for SBG’s owned and operated stations and includes an agreement for Tennis Channel.

• In January 2024, SBG and FOX Corporation reached an agreement for a multi-year renewal of all FOX affiliations in SBG markets, including where SBG provides sales and other services under JSAs or MSAs.

• In March 2024, Sinclair reached a comprehensive, multiyear distribution agreement with Charter Communications, Inc.

for continued carriage of Tennis Channel and SBG’s owned local broadcast stations.

• In May 2024, Sinclair reached a comprehensive, multiyear distribution agreement with Cox Communications, Inc.

for continued carriage of Tennis Channel and SBG’s owned local broadcast stations.

• In August and September 2024, Sinclair expanded its podcast division, launching a new slate of sports programming featuring top athletes, coaches, and experts including “The Triple Option,” hosted by Urban Meyer, Mark Ingram II, and Rob Stone and “Throwbacks” with Matt Leinart and Jerry Ferrara.

• In the third quarter 2024, Sinclair entered into a multi-year renewal with Altice USA for continued carriage of SBG’s broadcast stations and Tennis Channel on Altice’s Optimum and Suddenlink owned systems.

• In the third quarter 2024, Sinclair entered into a multi-year renewal with DIRECTV for continued carriage of SBG’s broadcast stations and Tennis Channel across DIRECTV, DIRECTV Stream, and U-verse.

• In October 2024, SBG launched the Rip City Television Network, a network of SBG affiliates throughout the Pacific Northwest to serve as the new television home of Trail Blazers starting with the 2024-25 season.

• In October 2024, Sinclair announced the launch of a soccer-focused podcast, “Unfiltered Soccer with Landon and Tim,” featuring former U.S.

soccer stars Landon Donovan and Tim Howard.

• In November 2024, Tennis Channel introduced a direct-to-consumer streaming service that merges its flagship 24-hour network with extensive live and on-demand multicourt coverage.

• In the fourth quarter 2024, Sinclair finalized a renewal with DISH Network (“DISH”), for the continued multi-year carriage of SBG’s broadcast television stations and Tennis Channel on DISH’s direct broadcast satellite system.

• In January 2025, SBG and NBC announced a comprehensive multi-year agreement that renews station affiliation agreements for 21 of SBG’s owned and/or operated NBC affiliates and affiliations in five markets where SBG provides sales and other services under a joint sales agreement or marketing service agreement.

• In January 2025, Sinclair and NBC announced a comprehensive multi-year agreement that renews station affiliation agreements for 21 of SBG’s owned and/or operated NBC affiliates and affiliations in five markets where SBG provides sales and other services under a joint sales agreement or marketing service agreement.

• In the first quarter of 2025, Sinclair reached a distribution agreement with YouTube TV to continue carriage of Tennis Channel, TennisChannel 2, CHARGE!, Comet, and ROAR.

The agreement also added carriage of The Nest and PickleBall TV.

• In April 2025, Sinclair launched BFFR, a weekly podcast from AMP Media hosted by women’s soccer icons Sydney Leroux and Ali Riley, across all major podcast platforms.

• In April 2025, Sinclair announced that the Federal Aviation Administration (“FAA”) accepted Sinclair’s Declaration of Compliance for Operations Over People, making Sinclair the first broadcast company authorized to fly drones over individuals and moving vehicles without needing an FAA waiver for news gathering under FAA rules.

• In April 2025, Tennis Channel and the International Tennis Federation announced a multi-year extension of their long-running partnership with the Billie Jean King Cup by GainbridgeTM and Davis Cup, the World Cup of Tennis events for women and men, respectively.

• In June 2025, WTA Ventures (Women’s Tennis Association) and Tennis Channel announced a new six-year media rights deal ensuring that Tennis Channel platforms will continue to be the exclusive home of WTA tennis in the United States through 2032.

• In June 2025, Sinclair launched two local sports podcasts:

"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.

• In August 2025, Tennis Channel signed extensions with the International Tennis Federation for the Davis Cup (through 2028) and Billie Jean King Cup (through 2027).

• In September 2025, Sinclair’s AMP Media launched THE TUNDRA:

A Podcast on The Green Bay Packers.

• In January 2026, Sinclair’s AMP Media launched Cousins, a weekly podcast series hosted by NBA icons Vince Carter and Tracy McGrady.

Corporate Social Responsibility Practices

• In March 2024, Sinclair launched 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.

• In April 2024, WBFF FOX 45, Baltimore’s #1 ranked news outlet, and the David D.

Smith Family Foundation donated $50 thousand and $100 thousand, respectively, to the Maryland Tough Baltimore Strong Key Bridge Fund.

• In April 2024, Sinclair published its 2023 Corporate Social Responsibility report, detailing the Company’s achievements and progress in its social responsibility journey.

• In April 2024, Sinclair held its second 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 3,700 hours that day.

• In June 2024, Sinclair partnered with Feeding America to coordinate Sinclair Cares:

Summer Hunger Relief, an awareness and fundraising campaign to help provide meals to children and families across the U.S.

in the summer.

• In July 2024, Sinclair awarded scholarships to 12 university students as a part of its annual Diversity Scholarship program.

• In October 2024, Sinclair ran 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.

• For the year ended December 31, 2024, our newsrooms won a total of 232 journalism awards, including 22 regional and two national RTDNA Edward R.

Murrow awards and 37 regional and one national Emmy awards.

• In January 2025, Sinclair and Tennis Channel announced Sinclair Cares:

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.

• In March 2025, Sinclair announced a partnership with the Salvation Army to launch Sinclair Cares:

From Homeless to Hope, a nationwide initiative, 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 and stability.

• In April 2025, Sinclair held its 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.

• In July 2025, Sinclair Cares ran two campaigns, one raising nearly $200,000 in support of Texas Flood relief and another partnering with the American Cancer Society to raise awareness and support free rides to medical treatments.

• In August 2025, Sinclair awarded scholarships to 15 university students as a part of its annual scholarship program.

• In November 2025, Sinclair partnered with Feeding America to launch Sinclair Cares:

Fill the Food Banks, a fundraising campaign to help provide meals to families across the U.S.

during the holiday season.

• For the year ended December 31, 2025, our newsrooms won a total 246 journalism awards, including 32 regional Edward R.

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

NextGen TV (ATSC 3.0)

• In April 2024, Sinclair announced the launch of its Broadspan datacasting platform to enable data distribution capability across all current Sinclair NextGen TV markets where it serves as the host station.

• In 2024, Sinclair, in coordination with other broadcasters, and led by BitPath, Sinclair’s joint venture with another broadcaster, deployed NextGen TV in the two additional markets below.

This brings the total number of our markets in which NextGen TV has been deployed to 45:

Month Market Number of Stations Company Stations

April 2024 Portland, ME 5 WGME (CBS), WPFO (a) (FOX)

June 2024 Myrtle Beach, SC 4 WPDE (ABC)

(a) The license and programming assets for these stations are currently owned by a third party.

SBG provides certain non-programming related sales, operational, and administrative services to these stations pursuant to a service agreement, such as a JSA and SSA.

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

• In July 2025, Sinclair launched WKOF in Syracuse, New York as an ATSC 3.0 lighthouse, marking the first time a television license was initiated under the NextGen TV (ATSC 3.0) standard.

• In June 2025, Sinclair purchased the broadcast assets of WSJV in South Bend-Elkhart, IN from Gray Television, Inc.

("Gray"), and sold the broadcast assets of WHOI in Peoria/Bloomington, IL to Gray.

• In June 2025, Sinclair acquired the license assets of KXVO in Omaha, NE, from Mitts Telecasting Company.

Sinclair previously provided services to the station under an LMA.

• In June 2025, Sinclair’s digital marketing agency rebranded under the Digital Remedy brand.

• In July 2025, Sinclair sold the owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA).

• In August 2025, Sinclair acquired the license assets of WOLF in Hazleton, PA, WQMY in Williamsport, PA, and WGFL in High Springs, FL from New Age Media, LLC.

Sinclair previously provided services to the stations under MSAs.

• In August 2025, Sinclair acquired the license assets of KMEG in Sioux City, IA from Waitt Broadcasting.

Sinclair previously provided services to the station under a JSA.

• In August 2025, Sinclair acquired the license assets of KNSN in Reno, NV, KBTV in Beaumont, TX, and WSTR in Cincinnati, OH from Deerfield Media.

Sinclair previously provided services to KNSN under an LMA and KBTV and WSTR under JSAs.

• In September 2025, Sinclair acquired the non-license assets of WLNE in Providence, RI.

• In October 2025, Sinclair acquired the license assets of WUTB in Baltimore, MD from Deerfield Media and WWHO in Columbus, OH from Manhan Media.

Sinclair previously provided services to the stations under JSAs.

• In December 2025, Sinclair acquired the license assets of WWMB in Florence, SC from Howard Stirk Holdings.

Sinclair previously provided services to the station under a time brokerage agreement.

• In December 2025, Sinclair acquired the license assets of WFLI in Chattanooga, TN and WTLF in Tallahassee, FL from MPS Media, LLC.

Sinclair previously provided services to the stations under JSAs.

• In February 2026, Sinclair acquired KMTR, KMCB, and KTCW in Eugene, OR from Roberts Media.

Sinclair previously provided services to the stations under JSAs and SSAs.

• In February 2026, the FCC granted Sinclair’s application to acquire WHAM in Rochester, NY, WGTU in Traverse City, MI and WEYI in Flint, MI.

Sinclair currently provides services to these stations under JSAs and SSAs, however will look to close the transactions immediately.

Financing, Capital Allocation, and Shareholder Returns

• In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2, due September 30, 2026, for consideration of $25 million and during the first quarter of 2024 we repaid $34 million across all tranches of the Term Loan B in scheduled principal payments.

• For the year ended December 31, 2025, Sinclair paid dividends of $1.00 per share.

In February 2026, Sinclair declared a quarterly cash dividend of $0.25 per share.

• In February 2025, Sinclair closed a new money financing and debt recapitalization to strengthen Sinclair’s balance sheet and better position it for long-term growth, which transactions are described more fully under Liquidity and Capital Resources below.

• In January 2024, Sinclair announced that it has agreed, subject to Sinclair and Diamond Sports Group, LLC (“DSG”) completing definitive documentation, to a global settlement and release of all claims associated with the litigation filed by DSG and DSG’s wholly-owned subsidiary, Diamond Sports Net, LLC, in July 2023 and on March 1, 2024, the court approved the settlement.

The settlement terms included Sinclair’s cash payment to DSG of $495 million.

Additionally, under the terms of the settlement, Sinclair provided transition services to DSG to allow DSG to become a self-standing entity going forward.

An initial payment of $50 million was made in March 2024, which was funded by Ventures, and the remaining $445 million was paid in April 2024, of which $347 million was paid by STG and $98 million was paid by Ventures.

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

• In December 2024, Sinclair acquired SK Telecom's stake in CAST.ERA, previously a joint venture with the leading mobile operator in South Korea, to develop wireless, cloud infrastructure and artificial intelligence technologies related to NextGen Broadcasting.

• In the first quarter of 2025, Sinclair closed a new money financing and debt recapitalization to strengthen Sinclair’s balance sheet and better position it for long-term growth, which transactions are described more fully under Liquidity and Capital Resources below.

• In April 2025 and October 2025, STG repurchased $81 million and the remaining $89 million, respectively, aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million and $89 million, respectively.

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

• In March 2025, Sinclair announced that Lucy Rutishauser, current Executive Vice President and Chief Financial Officer, will retire upon appointment and transition of her successor into the role.

• In June 2025, Sinclair announced the appointment of Conrad Clemson as Chief Executive Officer of EdgeBeam Wireless, Sinclair’s NextGen TV joint venture with industry peers.

• In July 2025, Sinclair announced the appointment of Narinder Sahai as Executive Vice President and Chief Financial Officer, effective immediately.

Industry Trends

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The FCC “must-carry” rules only apply to a station’s primary digital stream.

• Recent FCC actions as well as Court decisions have relaxed certain media ownership regulations, which may continue, resulting in a more constructive environment for consolidation of the local broadcast industry.

• Seasonal advertising increases within our local media segment occur in the second and fourth quarters due to the anticipation of certain seasonal and holiday spending by consumers.

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The Super Bowl is aired on a different network each year.

All of these popularly viewed events can have an impact on our advertising revenues.

All of these popularly viewed events can have an impact on our advertising revenue.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate our estimates including those related to revenue recognition, goodwill and intangible assets, program costs, income taxes and variable interest entities.

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As discussed in Revenue Recognition under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements , we generate advertising revenue primarily from the sale of advertising spots/impressions on our broadcast television, digital platforms, and, prior to the Deconsolidation, the RSNs.

Core and political advertising revenue is recognized in the period in which the advertising spots/impressions are delivered.

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Impairment of Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets.

We evaluate our goodwill and indefinite-lived intangible assets for impairment annually, or more frequently, if events or changes in circumstances indicate an impairment may exist.

We evaluate our goodwill and indefinite-lived intangible assets for impairment annually, or more frequently, if events or changes in circumstances indicate that an impairment may exist.

As of December 31, 2025, Sinclair’s consolidated balance sheet included $2,085 million and $149 million of goodwill and indefinite-lived intangible assets, respectively, and SBG’s consolidated balance sheet included $2,004 million and $122 million of goodwill and indefinite-lived intangible assets, respectively.

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In the event we identify indicators that these assets are not recoverable, we evaluate the recoverability of definite-lived intangible assets by comparing the carrying amount of the assets within an asset group to the estimated undiscounted future cash flows associated with the asset group.

An asset group represents the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets.

An asset group represents the lowest level of cash flow generated by a group of assets that are largely independent of the cash flows of other assets.

At the time that such evaluations indicate that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset group, an impairment loss is determined by comparing the estimated fair value of the asset group to the carrying value.

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Management’s judgment is required in determining the timing of expense for these costs, which is dependent on the economic benefit expected to be generated from the program and may significantly differ from the timing of related payments under the contractual obligation.

If our estimates of future advertising revenues decline, amortization expense could be accelerated or fair value adjustments may be required.

If our estimates of future advertising revenue decline, amortization expense could accelerate or fair value adjustments may be required.

Fair Value Measurements of Investments in Bally’s Securities.

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Fair Value Measurements within Sinclair’s Consolidated Financial Statements , we entered into a commercial agreement with Bally’s Corporation (“Bally’s”) on November 18, 2020.

As part of this arrangement, we received warrants and options to acquire common equity in the business.

These financial instruments are measured each period at fair value.

The fair value of the options are derived utilizing a Black Scholes valuation model which utilizes a number of inputs which most significantly includes the trading price of the underlying common stock and the exercise price of the options.

The fair value of the warrants are primarily derived from the trading pric e of the underlying common stock and the exercise price of the warrants.

The determination of the fair value of these financial instruments requires the Company to exercise judgment.

As part of this arrangement, we received warrants to acquire common equity in the business.

These financial instruments are measured each period at fair value, which is primarily derived from the trading price of the underlying common stock and the exercise price of the warrants.

As discussed in Income Taxes under Note 1.

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In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis.

As of December 31, 2024 and 2023, a valuation allowance has been provided for deferred tax assets related to certain temporary basis differences, and a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies and projected future taxable income.

As of December 31, 2025, a valuation allowance has been provided for deferred tax assets related to certain of our available state net operating loss carryforwards.

As of December 31, 2024, a valuation allowance has been provided for deferred tax assets related to certain temporary basis differences and a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies and projected future taxable income.

Future changes in operating and/or taxable income or other changes in facts and circumstances could significantly impact the ability to realize our deferred tax assets which could have a material effect on our consolidated financial statements.

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Transactions with Related Parties.

We have determined that we conduct certain business-related transactions with related persons or entities.

We conduct certain business-related transactions with related persons or entities.

Related Person Transactions within Sinclair’s Consolidated Financial Statements and Note 12.

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Also, the second and fourth quarters’ operating results are usually higher than the first and third quarters’ operating results because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.

The operating results of our tennis segment 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.

The operating results of our tennis segment 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.

Consolidated Operating Data

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2025 2024 2023

Media revenues $ 3,511 $ 3,106 $ 3,894

Non-media revenues 37 28 34

Total revenues 3,548 3,134 3,928

Media revenue $ 3,142 $ 3,511 $ 3,106

Non-media revenue 27 37 28

Total revenue 3,169 3,548 3,134

Media programming and production expenses 1,653 1,661 1,611

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Corporate general and administrative expenses 185 185 694

Loss (gain) on deconsolidation of subsidiary — 10 (3,357)

(Gain) loss on asset dispositions and other, net of impairment (20) 3 (64)

Loss on deconsolidation of subsidiary — — 10

(Gain) loss on asset dispositions and other, net (19) (20) 3

Operating income (loss) $ 173 $ 551 $ (331)

Net income (loss) attributable to Sinclair $ 310 $ (291) $ 2,652

Net (loss) income attributable to Sinclair $ (112) $ 310 $ (291)

A discussion regarding our financial results and operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below.

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Political advertising revenue 32 405 44 (92)% n/m

Other media revenue (a) 154 139 144 11% (3)%

Media revenues (b) $ 3,254 $ 2,866 $ 3,193 14% (10)%

Other media revenue 89 154 139 (42)% 11%

Media revenue (a) $ 2,774 $ 3,254 $ 2,866 (15)% 14%

Operating Expenses:

Media programming and production expenses $ 1,526 $ 1,536 $ 1,488 (1)% 3%

Media selling, general and administrative expenses (c) 742 694 704 7% (1)%

Media selling, general and administrative expenses (b) 666 742 694 (10)% 7%

Depreciation and amortization expenses 227 231 243 (2)% (5)%

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Non-media expenses 8 8 14 —% (43)%

Gain on asset dispositions and other, net of impairment (18) (14) (17) 29% (18)%

Gain on asset dispositions and other, net (24) (18) (14) 33% 29%

Operating income $ 179 $ 564 $ 227 (68)% n/m

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n/m - not meaningful

(a) Includes $26 million for the year ended December 31, 2022 of intercompany revenue related to certain services provided by the local media segment to other and the local sports segment, prior to the Deconsolidation, under management services agreements, which is eliminated in consolidation.

(b) Includes $9 million, $6 million, and $4 million for the years ended December 31, 2024, 2023, and 2022, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.

(c) Includes $13 million, $8 million, and $12 million for the years ended December 31, 2024, 2023, and 2022, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.

(a) Includes $10 million, $9 million, and $6 million for the years ended December 31, 2025, 2024, and 2023, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.

(b) Includes $22 million, $13 million, and $8 million for the years ended December 31, 2025, 2024, and 2023, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.

Distribution revenue.

Distribution revenue, which represents fees earned from Distributors for our broadcast signals, increased $52 million or 4% in 2024, when compared to the same period in 2023.

Contractual rate increases favorably impacted period-over-period distribution revenue by high-teen percentages for the year ended December 31, 2024.

The increase in distribution revenue as a result of increased contractual rates was offset by a decrease in subscribers by low double-digit percentages for 2024.

Distribution revenue, which represents fees earned from Distributors for our broadcast signals, decreased $14 million or 1% in 2025, when compared to the same period in 2024.

Subscriber decreases impacted period-over-period distribution revenue by mid-teen percentages for the year ended December 31, 2025, partially offset by favorable contractual rate increases by low-teen percentages.

Core advertising revenue.

Core advertising revenue decreased $40 million in 2024, when compared to the same period in 2023, with no particular product/services category dominating the variance and was primarily a result of the political crowd out effect.

Core advertising revenue decreased $28 million in 2025, when compared to the same period in 2024, with no particular product/services category dominating the variance.

Political advertising revenue.

Political advertising revenue increased $361 million in 2024, when compared to the same period in 2023, primarily due to 2024 being a presidential political year, compared to 2023 which was an off-year election cycle, and therefore only had a small number of political races and correspondingly less political advertising spend.

Political advertising revenue decreased $373 million in 2025, when compared to the same period in 2024, primarily due to 2025 being an off-year election cycle and therefore having only a small number of political races and correspondingly less political advertising spending compared to 2024, which was a presidential political year.

Other media revenue.

Other media revenue decreased $65 million in 2025, when compared to the same period in 2024, primarily due to a decrease related to certain services provided under management services agreements due to the expiration of the agreements.

SINCLAIR, INC.

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Other 430 9% 7% 6%

Other media revenue.

Other media revenue increased $15 million in 2024, when compared to the same period in 2023, primarily due to an increase related to providing certain services under management service agreements.

Media programming and production expenses.

Media programming and production expenses increased $48 million in 2024, when compared to the same period in 2023, primarily due to an increase in fees pursuant to network affiliation agreements as a result of increased contractual rates and an increase in information technology cost.

Media programming and production expenses decreased $10 million in 2025, when compared to the same period in 2024, primarily due to a decrease in consulting and litigation expenses of $9 million, including the reversal of approximately $3 million previously expensed as a result of the FCC consent decree that is further discussed in Litigation, Claims, and Regulatory Matters under Note 11.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements.

Media selling, general and administrative expenses.

Media selling, general and administrative expenses increased $48 million during 2024, when compared to the same period in 2023, primarily due to a $20 million increase in national sale commissions due to an increase in national advertising sales, a $14 million increase in third-party fulfillment costs from our digital business as a result of increased digital revenues, a $5 million increase in payment processing fees due to an increase in advertising revenue, a $3 million increase in employee compensation cost, and a $2 million increase in trade related expenses.

Amortization of program costs.

The amortization of program costs decreased $6 million during 2024, when compared to the same period in 2023, primarily due to reduced programming costs.

Media selling, general and administrative expenses decreased $76 million during 2025, when compared to the same period in 2024, primarily due to a $22 million decrease in national sales commissions, a $13 million decrease in both employee compensation cost and in costs relating to our digital business, respectively, reversal of approximately $10 million previously expensed as a result of the FCC consent decree, as further discussed in Litigation, Claims, and Regulatory Matters under Note 11.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements , a $9 million decrease in trade related expenses, and an $8 million decrease in credit card fees.

Corporate general and administrative expenses.

See explanation under Corporate and Unallocated Expenses.

Non-media expenses.

Non-media expenses decreased $6 million during 2024, when compared to the same period in 2023, primarily related to a decrease in expenses associated with our broadcast technology related initiatives.

Gain on asset dispositions and other, net.

Gain on asset dispositions and other, net increased $6 million in 2025, when compared to the same period in 2024, primarily due to an increase of $20 million in proceeds related to our cyber and directors and officers’ insurance policies.

Additionally, for the year ended December 31, 2025, we recognized a loss related to the sale of certain of our stations of approximately $8 million compared to a gain of $4 million for the year ended December 31, 2024 related to the sale of certain broadcast related assets.

See Acquisitions and Station Disposals under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements.

Depreciation and amortization expenses.

3 unchanged sentences

Interest expense including amortization of debt discount and deferred financing costs.

Interest expense decreased by $1 million in 2024, when compared to the same period in 2023, primarily due to decreased interest expense related to our variable rate debt as a result of lower interest rates.

Interest expense increased $91 million in 2025, when compared to the same period in 2024, primarily due to the Transactions, as defined and described in Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements.

Included in interest expense for the year ended December 31, 2025 is $68 million of one-time financing costs that will not recur in future periods.

Gain on extinguishment of debt.

For the year ended December 31, 2023, we repurchased $64 million in aggregate principal across multiple tranches of debt and recognized a gain on extinguishment of approximately $15 million.

See Bank Credit Agreement and STG Notes under Note 6.

Gain on extinguishment of debt increased $5 million in 2025, when compared to the same period in 2024, primarily due to gains on extinguishment of the 5.125% Senior Notes due 2027 and 4.125% Senior Secured Notes due 2030 of $7 million of $5 million, respectively, offset by a loss on extinguishment of the Term Loan B-2 of $6 million.

See Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements.

Other income, net.

For the year ended December 31, 2024, we recognized a $26 million gain related to the sale of certain broadcast related assets and $12 million in interest income.

Other income, net decreased $32 million in 2025, when compared to the same period in 2024, primarily due to a $26 million gain related to the sale of certain broadcast related assets that occurred in 2024 versus a loss of $3 million in 2025.

Tennis Segment

5 unchanged sentences

Core advertising revenue 45 39 37 15% 5%

Other media revenues 5 2 5 n/m (60)%

Media revenues $ 247 $ 228 $ 217 8% 5%

Other media revenue 4 5 2 (20)% n/m

Media revenue $ 265 $ 247 $ 228 7% 8%

Operating Expenses:

2 unchanged sentences

Depreciation and amortization expenses 21 21 21 —% —%

Corporate general and administrative expenses 2 1 — n/m n/m

Corporate general and administrative expenses 2 2 1 —% n/m

Operating income $ 52 $ 46 $ 50 13% (8)%

3 unchanged sentences

Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, increased $13 million or 6% in 2025, when compared to the same period in 2024.

Contractual rate increases favorably impacted period-over-period distribution revenue by low double-digit percentages for the year ended December 31, 2024.

The increase in distribution revenue was offset by a decrease in subscribers by low single-digit percentages for 2024.

The increase was primarily due to mid-teen percentage increases in contractual rates and a high single-digit percentage increase in TennisChannel 2 subscriptions, partially offset by a decrease in subscribers by low-teen percentages for the period.

Core advertising revenue.

Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming .

Core advertising revenue increased $2 million in 2024, when compared to the same period in 2023, primarily due to a shift in the 2024 tournament calendar compared to the 2023 tournament calendar.

Core advertising revenue increased $6 million in 2025, when compared to the same period in 2024, primarily due to stronger linear sales, as well as higher advertising sales within the TennisChannel 2 platform as a result of increased subscribers.

Media programming and production expenses.

Media programming and production expenses increased $10 million in 2024, when compared to the same period in 2023, primarily due to an increase in costs associated with the build-out, launch and marketing of the DTC platform.

Media selling, general and administrative expenses.

Media selling, general and administrative expenses increased $12 million in 2024, when compared to the same period in 2023, primarily due to an increase in expenses related to certain services provided by the local media segment, which is eliminated in consolidation, and employee compensation cost.

Media programming and production expenses remained flat in 2025, when compared to the same period in 2024.

SINCLAIR, INC.

RESULTS OF OPERATIONS

Media selling, general and administrative expenses.

Media selling, general and administrative expenses increased $12 million in 2025, when compared to the same period in 2024, primarily due to an increase in costs associated with the launch of the TennisChannel 2 platform and an increase in expenses related to certain services provided by the local media segment, which is eliminated in consolidation.

Corporate general and administrative expenses.

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2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23

Media revenues (a) $ 33 $ 28 $ 51 18% (45)%

Non-media revenues (b) $ 43 $ 34 $ 44 26% (23)%

Media revenue (a) $ 135 $ 33 $ 28 n/m 18%

Non-media revenue (b) $ 31 $ 43 $ 34 (28)% 26%

Operating Expenses:

Media expenses (c) $ 21 $ 35 $ 73 (40)% (52)%

Media expenses (c) $ 109 $ 21 $ 35 n/m (40)%

Non-media expenses (d) $ 43 $ 48 $ 39 (10)% 23%

(Gain) loss on asset dispositions and other, net of impairments $ (2) $ 18 $ (12) n/m n/m

(Gain) loss on asset dispositions and other, net $ (10) $ (2) $ 18 n/m n/m

Operating income (loss) $ 17 $ 4 $ (44) n/m n/m

Income from equity method investments $ 64 $ 121 $ 31 (47)% n/m

Other expense, net $ (12) $ (14) $ (80) (14)% (83)%

n/m — not meaningful

(a) Media revenues for the years ended December 31, 2024, 2023, and 2022 include $13 million, $8 million, and $12 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(b) Non-media revenues for the years ended December 31, 2024, 2023, and 2022 include $6 million, $6 million, and $10 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(c) Media expenses for the years ended December 31, 2023 and 2022 include $2 million and $7 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.

(a) Media revenue for the years ended December 31, 2025, 2024, and 2023 includes $22 million, $13 million, and $8 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(b) Non-media revenue for the year ended December 31, 2025, 2024, and 2023 includes $4 million, $6 million, and $6 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(c) Media expenses for the year ended December 31, 2023 include $2 million of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.

(d) Non-media expenses for the years ended December 31, 2025, 2024, and 2023 include $3 million, $3 million, and $4 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation.

Media revenues increased $5 million during 2024, when compared to the same period in 2023, primarily due to an increase in advertising revenue related to our digital initiatives of $10 million, offset by a decrease in revenue due the sale of the Stadium Network (“Stadium”) of $4 million.

Non-media revenues increased $9 million during 2024, when compared to the same period in 2023, primarily due to an increase in broadcast equipment sales.

Media expenses decreased $14 million during 2024, when compared to the same period in 2023, primarily due to the sale of Stadium.

Non-media expenses increased $9 million during 2024, when compared to the same period in 2023, primarily due to an increase in expenses related to our technical services business and an increase in expenses associated with higher broadcast equipment sales.

(Gain) loss on asset dispositions and other, net of impairments .

For the year ended December 31, 2023, we recognized a loss of $12 million related to the sale of Stadium.

Media revenue increased $102 million during 2025, when compared to the same period in 2024, primarily due to an increase in advertising revenue related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements .

Non-media revenue decreased $12 million during 2025, when compared to the same period in 2024, primarily due to lower sales within our consolidated real estate investments and a decrease in broadcast equipment sales.

Media expenses increased $88 million during 2025, when compared to the same period in 2024, primarily due to an increase in selling, general and administrative expenses related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements.

Non-media expenses decreased $5 million during 2025, when compared to the same period in 2024, primarily due to a decrease in expenses associated with lower broadcast equipment sales.

(Gain) loss on asset dispositions and other, net.

Gain on asset dispositions and other, net increased $8 million during 2025, when compared to the same period in 2024, primarily due to an increase in proceeds related to our directors and officers insurance policies.

Income from equity method investments.

Income from equity method investments increased $90 million during 2024, when compared to the same period in 2023, primarily due to the sale of one of our investments for $93 million, which is included in income from equity method investments in our consolidated statements of operations.

Income from equity method investments decreased $57 million during 2025, when compared to the same period in 2024, primarily due to a $93 million gain on the sale of our interest in a sports media and marketing business in 2024, partially offset by gains related to real estate investments in 2025, which are included in income from equity method investments in our consolidated statements of operations.

SINCLAIR, INC.

RESULTS OF OPERATIONS

Other expense, net.

Other expense, net remained relatively flat during 2025, when compared to the same period in 2024.

Corporate and Unallocated Expenses

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2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23

Corporate general and administrative expenses $ 185 $ 694 $ 160 (73)% n/m

Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m

Income tax (provision) benefit $ (76) $ 358 $ (913) n/m n/m

Corporate general and administrative expenses $ 185 $ 185 $ 694 —% (73)%

Loss on deconsolidation of subsidiary $ — $ — $ 10 n/m n/m

(Gain) loss on asset dispositions and other, net $ (19) $ (20) $ 3 (5)% n/m

Income tax benefit (provision) $ 54 $ (76) $ 358 n/m n/m

n/m — not meaningful

The table above and explanations that follow cover total consolidated corporate and unallocated expenses.

Corporate general and administrative expenses .

The table above and the explanation that follows cover total consolidated corporate general and administrative expenses.

Corporate general and administrative expenses decreased $509 million in 2024, when compared to the same period in 2023, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 12.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, most notably the previously disclosed $495 million DSG litigation settlement.

Income tax (provision) benefit.

The 2024 income tax provision for our pre-tax income of $395 million resulted in an effective tax rate of 19.1%.

Corporate general and administrative expenses remained flat in 2025, when compared to the same period in 2024.

(Gain) loss on asset dispositions and other, net.

For the year ended December 31, 2025, we recognized a loss of $8 million related to our station sales and an expense of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 6.

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements.

These losses were offset by gains of $45 million related to proceeds from our cyber and directors and officers’ insurance policies, which are further discussed above in Local Media Segment and Other under Item 7.

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

Income tax benefit (provision).

The 2025 income tax benefit for our pre-tax loss of $153 million resulted in an effective tax rate of 35.6%.

The decrease in the effective tax rate from 2023 to 2024 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).

The 2024 income tax provision for our pre-tax income of $395 million resulted in an effective tax rate of 19.1%.

The increase in the effective tax rate from 2024 to 2025 is primarily due to the 2025 benefit from the release of valuation allowance on deferred tax assets as a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions.

As of December 31, 2025, we had a net deferred tax liability of $213 million as compared to a net deferred tax liability of $335 million as of December 31, 2024.

The increase in net deferred tax liability primarily relates to changes in tax basis of our investment in DSIH.

As of December 31, 2024, we had $15 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate.

As of December 31, 2023, we had $14 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate.

We recognized $1 million of income tax expense for interest related to uncertain tax positions for both of the years ended December 31, 2024 and 2023.

The decrease in net deferred tax liability primarily relates to the exit of our investment in Diamond Sports Intermediate Holdings LLC and its subsidiaries (“Diamond”).

As of December 31, 2025 and 2024, we had $15 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate.

We recognized $1 million of income tax expense for interest related to uncertain tax positions for each of the years ended December 31, 2025 and 2024.

Income Taxes within Sinclair’s Consolidated Financial Statements for further information.

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2025 2024 2023

Media revenues $ 3,254 $ 2,968 $ 3,894

Non-media revenues — 10 34

Total revenues 3,254 2,978 3,928

Media revenue $ 2,774 $ 3,254 $ 2,968

Non-media revenue — — 10

Total revenue 2,774 3,254 2,978

Media programming and production expenses 1,526 1,536 1,543

4 unchanged sentences

Corporate general and administrative expenses 118 123 654

Loss (gain) on deconsolidation of subsidiary — 10 (3,357)

Gain on asset dispositions and other, net of impairment (18) (2) (64)

Loss on deconsolidation of subsidiary — — 10

Gain on asset dispositions and other, net (8) (18) (2)

Operating income (loss) $ 163 $ 558 $ (302)

Net income (loss) attributable to SBG $ 229 $ (257) $ 2,652

Net (loss) income attributable to SBG $ (161) $ 229 $ (257)

A discussion regarding SBG’s financial results and operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below.

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Refer to Local Media Segment above under Sinclair’s Results of Operations for a discussion of SBG’s local media segment, which is the same as Sinclair’s local media segment for all of the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2024 the unrestricted subsidiaries (as defined in the Bank Credit Agreement, “Unrestricted Subsidiaries”) represented 0% of SBG’s total assets.

For the year ended December 31, 2024 the Unrestricted Subsidiaries represented 0% of SBG’s total revenues and (1%) of SBG’s total operating income (loss).

As of December 31, 2024 and for the year ended December 31, 2024 there were no restricted subsidiaries that were non-guarantors (as defined in the Bank Credit Agreement) of SBG.

As of December 31, 2025 the unrestricted subsidiaries (as defined in the New Credit Agreement, “Unrestricted Subsidiaries”) represented 1% of SBG’s total assets.

For the year ended December 31, 2025, the Unrestricted Subsidiaries represented 0% of SBG’s total revenue and decreased SBG’s total operating income by 1%.

As of December 31, 2025 and for the year ended December 31, 2025, SBG had no restricted subsidiaries that were non-guarantors (as defined in the New Credit Agreement).

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

The following table sets forth SBG’s revenue and expenses for tennis, non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, “Other”) for the years ended December 31, 2023 and 2022 (in millions):

Percent Change

Increase / (Decrease)

2023 2022 ‘23 vs.‘22

For the Period January 1, 2023 to May 31, 2023

Distribution revenue $ 76

Core advertising revenue 29

Other media revenues 3 15 (80)%

Media revenues (a) $ 108 $ 268 (60)%

Non-media revenues (b) $ 11 $ 44 (75)%

Other media revenue 3

Media revenue (a) $ 108

Non-media revenue (b) $ 11

Operating Expenses:

1 unchanged sentence

Non-media expenses (d) $ 10

Loss (gain) on asset dispositions and other, net of impairments $ 13 $ (12) n/m

Operating income $ — $ 43 n/m

Loss on asset dispositions and other, net $ 13

Income from equity method investments $ 31

n/m — not meaningful

(a) Media revenues for the years ended December 31, 2023 and 2022 include $3 million and $12 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(b) Non-media revenues for the years ended December 31, 2023 and 2022 include $1 million and $10 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(c) Media expenses for the years ended December 31, 2023 and 2022 include $1 million and $11 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.

(d) Non-media expenses for the years ended December 31, 2023 and 2022 include $1 million and $7 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation.

(a) Media revenue for the year ended December 31, 2023 includes $3 million of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.

(b) Non-media revenue for the year ended December 31, 2023 includes $1 million of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.

(c) Media expenses for the year ended December 31, 2023 include $1 million of intercompany expenses primarily related to certain services provided by the local media segment, which is eliminated in consolidation.

(d) Non-media expenses for the year ended December 31, 2023 include $1 million of intercompany expenses related to certain services provided by the local media segment, which is eliminated in consolidation.

(e) Represents the activity prior to the Reorganization on June 1, 2023.

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2025 2024 2023 ‘25 vs.‘24 ‘24 vs.‘23

Corporate general and administrative expenses $ 123 $ 654 $ 160 (81)% n/m

Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m

Income tax (provision) benefit $ (60) $ 359 $ (913) n/m n/m

Corporate general and administrative expenses $ 118 $ 123 $ 654 (4)% (81)%

Loss on deconsolidation of subsidiary $ — $ — $ 10 n/m n/m

Gain on asset dispositions and other, net $ (8) $ (18) $ (2) (56)% n/m

Income tax benefit (provision) $ 63 $ (60) $ 359 n/m n/m

n/m — not meaningful

The table above and explanations that follow cover SBG’s total consolidated corporate and unallocated expenses.

Corporate general and administrative expenses .

The table above and the explanation that follows cover total consolidated corporate general and administrative expenses.

Corporate general and administrative expenses decreased $5 million in 2025, when compared to the same period in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 10.

Commitments and Contingencies within SBG’s Consolidated Financial Statements, most notably the previously disclosed $495 million DSG litigation settlement.

Commitments and Contingencies within SBG’s Consolidated Financial Statements.

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

Income tax (provision) benefit .

The 2024 income tax provision for SBG’s pre-tax income of $295 million resulted in an effective tax rate of 20.3%.

Gain on asset dispositions and other, net.

For the year ended December 31, 2025, SBG recognized a loss of $8 million related to station sales and an expense of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 6.

Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements.

These losses were offset by gains of $35 million related to proceeds from SBG’s cyber and directors and officers’ insurance policies, which are further discussed in Local Media Segment under Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations under Sinclair, Inc.’s Results of Operations.

Income tax benefit (provision) .

The 2025 income tax benefit for SBG’s pre-tax loss of $218 million resulted in an effective tax rate of 28.9%.

The 2024 income tax benefit for SBG’s pre-tax income of $295 million resulted in an effective tax rate of 20.3%.

As of December 31, 2025, SBG had a net deferred tax liability of $255 million as compared to a net deferred tax liability of $373 million as of December 31, 2024.

The increase in net deferred tax liability primarily relates to changes in tax basis of SBG’s investment in DSIH.

The decrease in net deferred tax liability primarily relates to the exit of SBG’s investment in Diamond.

As of December 31, 2025, SBG had $14 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect SBG’s effective tax rate.

As of December 31, 2024, SBG had $13 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect SBG’s effective tax rate.

SBG recognized $1 million of income tax expense for interest related to uncertain tax positions for both of the years ended December 31, 2024 and 2023.

SBG recognized $1 million of income tax expense for interest related to uncertain tax positions for each of the years ended December 31, 2025 and 2024.

Income Taxes within SBG’s Consolidated Financial Statements for further information.

1 unchanged sentence

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2024, Sinclair had net working capital of approximately $880 million, including $697 million in cash and cash equivalent balances and approximately $650 million of available borrowing capacity.

As of December 31, 2024, cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the Bank Credit Agreement were used as Sinclair’s primary sources of liquidity.

As of December 31, 2024, SBG had net working capital of approximately $447 million, including $291 million in cash and cash equivalent balances and approximately $650 million of available borrowing capacity.

As of December 31, 2024, cash on hand, cash generated by SBG’s operations, and borrowing capacity under the Bank Credit Agreement were used as SBG’s primary sources of liquidity.

As of December 31, 2024, the Bank Credit Agreement included a financial maintenance covenant, the first lien leverage ratio (as defined in the Bank Credit Agreement), which required such ratio not to exceed 4.5x, measured as of the end of each fiscal quarter.

As of December 31, 2024, the STG first lien leverage ratio was below 4.5x.

Under the Bank Credit Agreement, a financial maintenance covenant was only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, was drawn under the revolving credit facility as of such date.

Since there was no utilization under the revolving credit facility as of December 31, 2024, STG was not subject to the financial maintenance covenant under the Bank Credit Agreement.

The Bank Credit Agreement contained other restrictions and covenants with which STG was in compliance as of December 31, 2024.

In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2 for consideration of $25 million.

For the year ending December 31, 2025, Sinclair expects capital expenditures to be within the range of $83 million to $86 million, primarily related to station technical, maintenance, and building projects, and SBG expects capital expenditures to be within the range of $81 million to $84 million, primarily related to station technical, maintenance, and building projects.

As of December 31, 2025, Sinclair had net working capital of approximately $997 million, including $866 million in cash and cash equivalent balances and approximately $612.5 million of available borrowing capacity, including $575 million under the New Credit Agreement and $37.5 million under the bank credit agreement amended as of February 12, 2025 (the “Amended Credit Agreement”).

As of December 31, 2025, cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement were used as Sinclair’s primary sources of liquidity.

As of December 31, 2025, SBG had net working capital of approximately $521 million, including $401 million in cash and cash equivalent balances and approximately $612.5 million of available borrowing capacity, including $575 million under the New Credit Agreement and $37.5 million under the Amended Credit Agreement.

As of December 31, 2025, cash on hand, cash generated by SBG’s operations, and borrowing capacity under the New Credit Agreement and Amended Credit Agreement were used as SBG’s primary sources of liquidity.

The First-Out Revolving Credit Facility (as defined and described in Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements) includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date.

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

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

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

During the year ended December 31, 2025, STG completed the Transactions, as described in Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements, including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth.

STG’s nearest term maturity, Term Loan B-2 due 2026, was repaid with proceeds from the issuance of STG’s 8.125% first-out first lien secured notes due 2033, along with the extension of maturities of other debt tranches, which significantly extended STG’s maturity profile.

See Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreements and Notes under Note 6.

Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements , for further information.

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

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

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

On November 6, 2025, STG and one of its subsidiaries entered into a three-year, up to $375 million revolving accounts receivable securitization facility (the “A/R Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”), which matures on November 6, 2028, in order to enable STG to raise incremental, low-cost capital.

The amount of actual availability under the A/R Facility is subject to change based on the level of eligible receivables sold by certain subsidiaries of STG identified therein (the “Originators”) to STG.

Eligibility of the receivables is determined by a variety of factors, including, but not limited to, credit ratings of the Originators’ customers, customer concentration levels, and certain characteristics of the accounts receivable being transferred.

As of December 31, 2025, the total amount outstanding under the A/R Facility was $375 million.

For the year ending December 31, 2026, Sinclair and SBG expect capital expenditures to be with the range of $75 million to $80 million and $72 million to $77 million, respectively, primarily related to station technical, maintenance, and building projects.

LIQUIDITY AND CAPITAL RESOURCES

Sinclair and SBG have various contractual obligations which are recorded as liabilities in Sinclair’s and SBG’s consolidated financial statements, such as notes payable, finance leases, and commercial bank financing;

9 unchanged sentences

Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the previous amounts based on current subscriber amounts.

LIQUIDITY AND CAPITAL RESOURCES

• Total debt of SBG, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,383 million, including current debt, due within the next 12 months, of $25 million.

8 unchanged sentences

Program Contracts within SBG’s C onsolidated Financial Statements for further information.

In February 2025, STG substantially completed a series of financing transactions, including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth.

STG’s nearest term maturity, Term Loan B-2 due 2026, was repaid with proceeds from the issuance of a new first-out first lien secured bond, along with the extension of maturities of other debt tranches, which significantly extended STG’s maturity profile.

Subsequent Events within Sinclair’s C onsolidated Financial Statements and Note 16.

Subsequent Events within SBG’s C onsolidated Financial Statements , for further information.

Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, and borrowing capacity under the Amended Credit Agreement and the New Credit Agreement will be sufficient to satisfy the local media segment’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

Sinclair anticipates that existing cash and cash equivalents and cash flow from SBG, the tennis segment and other’s operations will be sufficient to satisfy SBG’s, the tennis segment and other’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, borrowing capacity under the New Credit Agreement, the Amended Credit Agreement, and the A/R Facility will be sufficient to satisfy the local media segment’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

Sinclair anticipates that existing cash and cash equivalents and cash flow from SBG, the tennis segment and other’s operations will be sufficient to satisfy SBG’s, the tennis segment’s and other’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, and other geopolitical matters, natural disasters, and pandemics, and their resulting effect on the economy, Sinclair’s and SBG’s advertisers, and Sinclair’s and SBG’s Distributors and their subscribers, could affect Sinclair’s and SBG’s liquidity and first lien leverage ratio which could affect Sinclair’s and SBG’s ability to access the full borrowing capacity under the New Credit Agreement.

In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt (including, for example, an accounts receivable securitization facility), the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets.

In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt, the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets.

However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to Sinclair or SBG.

5 unchanged sentences

Net cash flows from operating activities $ 189 $ 98 $ 235

Cash flow from (used in) investing activities:

Cash flows (used in) from investing activities:

Acquisition of property and equipment $ (74) $ (84) $ (92)

Deconsolidation of subsidiary cash — — (315)

Acquisition of businesses, net of cash acquired (29) — —

Purchases of investments (51) (50) (72)

1 unchanged sentence

Other, net 4 8 10

Net cash flows from (used in) investing activities $ 77 $ 52 $ (381)

Cash flows used in financing activities:

Net cash flows (used in) from investing activities $ (120) $ 77 $ 52

Cash flow from (used in) financing activities:

Proceeds from notes payable and commercial bank financing $ 1,805 $ — $ —

2 unchanged sentences

Dividends paid on Class A and Class B Common Stock (69) (66) (65)

Dividends paid on redeemable subsidiary preferred equity — — (7)

Repurchase of redeemable subsidiary preferred equity — — (190)

Debt issuance costs (96) — —

Distributions to noncontrolling interests (17) (12) (13)

Other, net (8) (1) (3)

Net cash flows used in financing activities $ (140) $ (509) $ (353)

Net cash flows from (used in) financing activities $ 100 $ (140) $ (509)

Operating Activities

Net cash flows from Sinclair’s operating activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the payment of the DSG litigation settlement and an increase in production and overhead costs, partially offset by an increase in cash collections related to political revenue and Distributors.

Net cash flows from Sinclair’s operating activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to cash receipts from insurance policies in the current period, a decrease in production costs, and the litigation settlement payment to Diamond Sports Group, LLC (“DSG”) that occurred in the prior period, partially offset by a decrease in cash collections from Distributors, a decrease in cash collections related to political revenue, and an increase in overhead costs.

Investing Activities

Net cash flows from Sinclair’s investing activities increased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to a decrease in the purchase of investments in the current period.

Net cash flows used in Sinclair’s investing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to a decrease in the distributions and proceeds from investments and the acquisition of Digital Remedy in the first quarter of 2025.

Financing Activities

Net cash flows used in Sinclair’s financing activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the repurchase of outstanding Common Stock and the redeemable subsidiary preferred equity in the prior period and a decrease in the repayment of debt in the current period.

Net cash flows from Sinclair’s financing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to draws under the A/R Facility in the fourth quarter of 2025 and the Transactions during the first quarter of 2025, partially offset by the repurchase of the 5.125% Senior Notes due 2027 during the second and fourth quarters of 2025 .

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements for further information related to the A/R Facility, the Transactions, and the repurchase of the 5.125% Senior Notes due 2027.

LIQUIDITY AND CAPITAL RESOURCES

5 unchanged sentences

Acquisition of property and equipment $ (73) $ (80) $ (90)

Deconsolidation of subsidiary cash — — (315)

Purchases of investments (1) (4) (39)

2 unchanged sentences

Net cash flows (used in) from investing activities $ (70) $ (38) $ 84

Cash flows used in financing activities:

Cash flow from (used in) financing activities:

Proceeds from notes payable and commercial bank financing $ 1,805 $ — $ —

2 unchanged sentences

Dividends paid on Old Sinclair Class A and Class B Common Stock — — (18)

Dividends paid on redeemable subsidiary preferred equity — — (7)

Repurchase of redeemable subsidiary preferred equity — — (190)

Contributions from (distribution to) member, net 10 (448) —

Debt issuance costs (96) — —

(Distributions to) contributions from member, net (102) 10 (448)

Distributions to noncontrolling interests (10) (10) (12)

Other, net — — (3)

Net cash flows used in financing activities $ (61) $ (909) $ (353)

Net cash flows from (used in) financing activities $ 82 $ (61) $ (909)

Operating Activities

Net cash flows from SBG’s operating activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the payment of the DSG litigation settlement and an increase in production and overhead costs, partially offset by an increase in cash collections related to political revenue and Distributors, as well as the impact of the Reorganization, as discussed in Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements .

Net cash flows from SBG’s operating activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to cash receipts from insurance policies in the current period, a decrease in production and overhead costs, and the the litigation settlement payment to DSG that occurred in the prior period, partially offset by a decrease in cash collections from Distributors and a decrease in cash collections related to political revenue.

Investing Activities

Net cash flows used in SBG’s investing activities increased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the $193 million A/R Facility principal payment received from Diamond Sports Finance SPV, LLC in the prior period, offset by a decrease in the purchases of investments in the current period, as a result of the Reorganization, as discussed in Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements , and a decrease in the acquisition of property and equipment in the current period.

Net cash flows used in SBG’s investing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from the sale of broadcast investments, partially offset by a decrease in the acquisition of property and equipment in the current period.

Financing Activities

Net cash flows used in SBG’s financing activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to a decrease in the repayment of debt in the current period and an increase in net contributions from member in the current period, as a result of the Reorganization, as discussed in Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements, and the repurchase of outstanding Old Sinclair Common Stock, dividends paid on Old Sinclair Class A and Class B Common Stock, and the repurchase of the redeemable subsidiary preferred equity in the prior period.

Net cash flows from SBG’s financing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to draws under the A/R Facility in the fourth quarter of 2025 and the Transactions during the first quarter of 2025, partially offset by the repurchase of the 5.125% Senior Notes due 2027 during the second and fourth quarters of 2025 .

Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements for further information related to the A/R Facility, the Transactions, and the repurchase of the 5.125% Senior Notes due 2027.

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 7. Management’s Discussion and Analysis