What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-26 · 1000 added, 917 removed, 2219 unchanged (46% of the section changed)

30 unchanged sentences

During the three months ended December 31, 2025, none of Sinclair’s or SBG’s directors, managers, or officers, as applicable, adopted or terminated any contract, instruction, or written plan for the purchase or sale of Sinclair’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Annual Incentive Plan

On February 25, 2025, the Board adopted the Sinclair, Inc.

Annual Incentive Plan (the “Plan”).

The Plan is a cash-based incentive program which is intended to provide awards to certain employees of the Company to motivate them to perform to the best of their abilities and achieve the Company’s objectives.

The Compensation Committee is responsible for administering the Plan and, in its sole discretion, will provide eligible participants, including any executive, officer, key employee or other Committee-designated employee of the Company or of an affiliate, the opportunity to earn specific cash bonuses for a given performance period.

Performance periods are determined by the Compensation Committee and may be divided into one or more shorter periods.

As an example, the Compensation Committee may desire to measure some performance criteria over a twelve- month period and other criteria over a three-month period.

The Compensation Committee, in its sole discretion, will select the eligible participants for any performance period and an employee who is a participant for a given performance period in no way is guaranteed or assured of being selected for participation in any subsequent performance period or periods.

Under the Plan, the Compensation Committee will establish a target award, at 100% target level of achievement, for each participant, which may be a percentage of a participant’s annual base salary as of the beginning or end of the performance period or a fixed dollar amount.

Furthermore, the Compensation Committee will, in its sole discretion, determine the performance goals applicable to any target award from the criteria set forth in the Plan, including, by way of example only, unlevered free cash flow, stock price and relative total stockholder return.

These performance goals may include threshold levels of performance below which no actual award will be paid, levels of performance at which specified percentages of the target award will be paid and may also include a maximum level of performance above which no additional actual award amount will be paid.

The Compensation Committee may, in its sole discretion, increase, reduce, or eliminate a participant’s actual award.

Each actual award under the Plan will be paid in cash (or its equivalent).

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

17 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statement of Equity for the Year Ended December 31, 2024 and Consolidated Statements of Equity (Deficit) and Redeemable Noncontrolling Interests for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Comprehensive (L oss) Income for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statement of Equity for the Years Ended December 31, 2025 and 2024 and Consolidated Statement of Equity and Redeemable Noncontrolling Interests for the Year Ended December 31, 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 , and 202 3

5 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statement of Member's Deficit for the Year Ended December 31, 2024, Consolidated Statement of Member's Equity (Deficit) and Redeemable Noncontrolling Interests for the Year Ended December 31, 2023, and Consolidated Statement of (Deficit) Equity and Redeemable Noncontrolling Interests for the Year Ended December 31, 2022

Consolidated Statements of Comprehensive (L oss) Income for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statement of Member's Deficit for the Years Ended December 31, 2025 and 2024 and Consolidated Statement of Member’s Equity (Deficit) and Redeemable Noncontrolling Interests for the Year Ended December 31, 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023

6 unchanged sentences

2.1 Agreement of Share Exchange and Plan of Reorganization, dated as of April 3, 2023, by and among Old Sinclair, Sinclair, and Sinclair Holdings (incorporated by reference from Exhibit 2.1 to Old Sinclair’s Current Report on Form 8-K filed April 3, 2023).

3.1 Articles of Amendment and Restatement of Sinclair, Inc., effective June 1, 2023 (Incorporated by reference from Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on June 1, 2023.)

3.1 Articles of Amendment and Restatement of Sinclair, Inc., effective June 1, 2023, as amended by the Amendment to the Articles of Amendment and Restatement of Sinclair, Inc., effective June 6, 2025.

(Incorporated by reference from Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025.)

3.2 Amended and Restated Bylaws of Sinclair, Inc., effective June 1, 2023 (Incorporated by reference from Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on June 1, 2023.)

12 unchanged sentences

(Incorporated by reference from Exhibit 3.4 to Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2023.)

4.1 Indenture, dated as of August 30, 2016, by and among Sinclair Television Group, Inc., the guarantors identified therein and U.S.

Bank National Association, as trustee.

(Incorporated by reference from Exhibit 4.1 to Old Sinclair’s Current Report on Form 8-K filed on September 2, 2016.)

4.1 Indenture, dated as of November 27, 2019, by and among Sinclair Television Group, Inc., the guarantors party thereto and U.S.

4 unchanged sentences

(Incorporated by reference from Exhibit 4.1 to Old Sinclair's Current Report on Form 8-K filed on December 4, 2020.)

4.3 Supplemental Indenture No.

4, dated as of February 10, 2025, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee and collateral trustee with respect to STG’s 4.125% Senior Secured Notes due 2030.

(Incorporated by reference from Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed on February 13, 2025.)

4.4 Indenture, dated as of February 12, 2025, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral trustee with respect to STG’s 8.125% First-Out First Lien Secured Notes due 2033.

(Incorporated by reference from Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on February 13, 2025.)

4.5 Indenture, dated as of February 12, 2025, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral trustee with respect to STG’s 4.375% Second-Out First Lien Secured Notes due 2032.

(Incorporated by reference from Exhibit 4.3 to Registrant’s Current Report on Form 8-K filed on February 13, 2025.)

4.6 Indenture, dated as of February 12, 2025, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral trustee with respect to STG’s 9.750% Senior Secured Second Lien Notes due 2033.

(Incorporated by reference from Exhibit 4.4 to Registrant’s Current Report on Form 8-K filed on February 13, 2025.)

4.7 Description of Sinclair, Inc.'s Class A Common Stock.

2 unchanged sentences

2022 Stock Incentive Plan (Incorporated by reference from Exhibit A to Old Sinclair's Proxy Statement on Schedule 14A filed April 22, 2022.)

10.2* Sinclair, Inc.

Annual Incentive Plan adopted on February 25, 2025.

(Incorporated by reference from Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2025.)

10.3* Form of Restricted Stock Award Agreement - March 2024 Grants.

3 unchanged sentences

Inc.’s Quarterly Report on Form 10-Q filed on May 10, 2024.)

10.5*† Restricted Stock Unit Agreement, between Sinclair, Inc.

and Narinder K Sahai dated July 7, 2025.

10.6* Employment Agreement by and between Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.) and Frederick G.

8 unchanged sentences

(Incorporated by reference from Exhibit 10.2 to Old Sinclair's Quarterly Report on Form 10-Q filed on November 8, 2017.)

10.10* Consulting Agreement dated and effective as of October 1, 2025 by and between Sinclair, Inc.

and any successor Company and LMR Board Service & Advisory LLC for services of Lucy Rutishauser, an individual.

(Incorporated by reference from Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2025.)

EXHIBIT DESCRIPTION

10.11* Employment A greement among Sinclair, Inc., Sinclair Broadcast Group, LLC, and Narinder Sahai dated July 7, 2025.

(Incorporated by reference from Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025.)

10.12* Amended and Restated Employment Agreement by and between Sinclair Television Group, Inc.

5 unchanged sentences

(Incorporated by reference from Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed on August 9, 2023.)

10.14* Amendment Number Two dated September 19, 2025 with an effective date of January 1, 2025 to the Amended and Restated Employment Agreement between Sinclair Television Group, Inc.

and Robert Weisbord effective as of January 1, 2020, as previously amended by that certain Amendment Number One dated June 20, 2023 and effective as of January 1, 2023.

(Incorporated by reference from Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2025.)

10.15* Employment Agreement by and between Sinclair, Inc., Sinclair Broadcast Group, LLC, and David B.

9 unchanged sentences

(Incorporated by reference from Exhibit 10.26 to Old Sinclair’s Annual Report on Form 10-K filed March 5, 2010.)

EXHIBIT DESCRIPTION

10.19 Amended and Restated Lease dated as of February 8, 2010 between Keyser Investment Group, Inc.

11 unchanged sentences

(Incorporated by reference from Old Sinclair's Quarterly Report on Form 10-Q filed on May 10, 2018.)

10.18 Professional Services Agreement dated as of March 2, 2022 by and between Executive Flight Solutions, LLC and Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.).

(Incorporated by reference from Exhibit 10.17 to Sinclair, Inc.’s Annual Report on Form 10-K filed on February 29, 2024.)

10.23 Seventh Amended and Restated Credit Agreement, dated as of August 23, 2019, by and among Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.), Sinclair Television Group, Inc., the guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto.

6 unchanged sentences

(Incorporated by reference from Exhibit 10.1 to Old Sinclair's Current Report on Form 8-K filed on April 1, 2021.)

EXHIBIT DESCRIPTION

10.27 Fourth Amendment, dated as of April 21, 2022, to the Seventh Amended and Restated Credit Agreement by and among Sinclair Television Group, Inc., Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.), the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent (incorporated by reference from Exhibit 10.1 to Old Sinclair’s Current Report on Form 8-K filed on April 21, 2022).

10.28 Transaction Support Agreement, dated as of January 12, 2025, by and among Sinclair Television Group, Inc.

and the Holders identified therein.

(Incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on January 14, 2025.)

10.29 Credit Agreement, dated as of February 12, 2025, by and among Sinclair Television Group, Inc., Sinclair Broadcast Group, LLC, the issuing banks and lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and U.S.

Bank Trust Company, National Association, solely as collateral trustee.

(Incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 13, 2025.)

10.30 Seventh Amendment, dated as of February 12, 2025, to Seventh Amended and Restated Credit Agreement, by and among Sinclair Television Group, Inc., Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.), the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, CSC Delaware Trust Company, as successor administrative agent and collateral agent, and JPMorgan Chase Bank, N.A.

(as successor to Chase Lincoln First Commercial Corporation), as swingline lender, and each of lenders from time to time party thereto.

(Incorporated by reference from Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on February 13, 2025.)

10.31 Omnibus Assignment, Assumption and Amendment Agreement, by and between Old Sinclair and New Sinclair, effective as of June 1, 2023.

(Incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on June 1, 2023.)

10.32 Receivables Financing Agreement, dated as of November 6, 2025, by and among Sinclair Finance SPV, LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, the lenders from time to time party thereto, and Sinclair Television Group, Inc., in its individual capacity and as initial master servicer.

(Incorporated by reference from Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2025.)

10.33 Receivables Sale Agreement, dated as of November 6, 2025, among Sinclair Television Group, Inc., as originator and as master servicer, and Sinclair Finance SPV, LLC, as buyer.

(Incorporated by reference from Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2025.)

10.34 Performance Undertaking, dated as of November 6, 2025, by Sinclair Broadcast Group, LLC, in favor of Wells Fargo Bank, N.A., as administrative agent.

(Incorporated by reference from Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2025.)

19 Sinclair, Inc.

Policy Memorandum Concerning Securities Trading (as amended effective June 1, 2023).

(Incorporated by reference from Exhibit 19 to Sinclair, Inc.’s Annual Report on Form 10-K filed on February 26, 2025.)

21† Significant Subsidiaries of Sinclair and SBG.

4 unchanged sentences

Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

31.2 Certification by Lucy A.

Rutishauser, as Chief Financial Officer of Sinclair, Inc., pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

31.2 Certification by Narinder K.

Sahai, as Chief Financial Officer of Sinclair, Inc., pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

31.3 Certification by Christopher S.

Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

31.4 Certification by Lucy A.

Rutishauser, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

31.4 Certification by Narinder K.

Sahai, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

32.1‡ Certification by Christopher S.

Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

32.2‡ Certification by Lucy A.

Rutishauser, as Chief Financial Officer of Sinclair, Inc., pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

EXHIBIT DESCRIPTION

32.2‡ Certification by Narinder K.

Sahai, as Chief Financial Officer of Sinclair, Inc., pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

32.3‡ Certification by Christopher S.

Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

32.4‡ Certification by Lucy A.

Rutishauser, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

32.4‡ Certification by Narinder K.

Sahai, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

97.1 Sinclair, Inc.

1 unchanged sentence

(Incorporated by reference from Exhibit 97.1 to Sinclair, Inc.’s Annual Report on Form 10-K filed on February 29, 2024.)

99.1 Stockholders’ Agreement dated as of June 1, 2023 by and among the Smith Brothers.

(Incorporated by reference from Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on June 1, 2023.)

EXHIBIT DESCRIPTION

99.1 Stockholders’ Agreement dated as of March 3, 2025 by and among the Smith Brothers.

(Incorporated by reference from Exhibit 99.1 to Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2025.)

101† The Company's Consolidated Financial Statements and related Notes for the year ended December 31, 2025 from this Annual Report on Form 10-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).

21 unchanged sentences

Ripley President and Chief Executive Officer February 27, 2026

Rutishauser Executive Vice President and Chief Financial Officer February 26, 2025

/s/ Narinder K.

Sahai Executive Vice President and Chief Financial Officer February 27, 2026

Bochenek Senior Vice President and Chief Accounting Officer February 27, 2026

20 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statement of Equity for the Years Ended December 31, 2025 and 2024 and Consolidated Statement of Equity and Redeemable Noncontrolling Interests for the year ended December 31, 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 , and 202 3

3 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Sinclair, Inc and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, of comprehensive income (loss), and of cash flows for each of the three years in the period ended December 31, 2024, of equity for the year ended December 31, 2024, of equity and redeemable noncontrolling interests for the year ended December 31, 2023, and of (deficit) equity and redeemable noncontrolling interests for the year ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Sinclair, Inc and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, and of cash flows for each of the three years in the period ended December 31, 2025, of equity for each of the years ended December 31, 2025, and 2024, and of equity and redeemable noncontrolling interests for the year ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

31 unchanged sentences

These procedures included testing the effectiveness of controls relating to revenue recognition for advertising revenue, including controls over the recording of advertising revenue in the period in which the advertising spots/impressions are delivered.

These procedures also included, among others, evaluating revenue recognition for a sample of advertising transactions by obtaining taped recordings denoting the as-aired advertisements and comparing those ads to the invoices generated and cash received against revenue transactions recorded in the consolidated financial statements.

These procedures also included, among others, evaluating revenue recognition for a sample of advertising transactions by obtaining taped recordings denoting the as-aired advertisements and comparing those ads to the insertion orders and invoices generated and cash received against revenue transactions recorded in the consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

23 unchanged sentences

Accounts payable and accrued liabilities $ 496 $ 416

Income taxes payable 21 —

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

14 unchanged sentences

Additional paid-in capital 613 570

Retained earnings (accumulated deficit) 10 ( 234 )

(Accumulated deficit) retained earnings ( 171 ) 10

Accumulated other comprehensive income — 2

12 unchanged sentences

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

OPERATING EXPENSES:

1 unchanged sentence

Media selling, general and administrative expenses 806 794 747

Amortization of program costs 74 80 90

Amortization of program contract costs 74 74 80

Non-media expenses 48 53 49

2 unchanged sentences

Amortization of definite-lived intangible and other assets 145 149 166

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

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

Total operating expenses (gains) 2,997 3,465 ( 52 )

Loss on deconsolidation of subsidiary — — 10

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

Total operating expenses 2,996 2,997 3,465

Operating income (loss) 173 551 ( 331 )

5 unchanged sentences

Total other expense, net ( 326 ) ( 156 ) ( 306 )

Income (loss) before income taxes 395 ( 637 ) 3,614

INCOME TAX (PROVISION) BENEFIT ( 76 ) 358 ( 913 )

NET INCOME (LOSS) 319 ( 279 ) 2,701

Net loss (income) attributable to the redeemable noncontrolling interests — 4 ( 20 )

(Loss) income before income taxes ( 153 ) 395 ( 637 )

INCOME TAX BENEFIT (PROVISION) 54 ( 76 ) 358

NET (LOSS) INCOME ( 99 ) 319 ( 279 )

Net loss attributable to the redeemable noncontrolling interests — — 4

Net income attributable to the noncontrolling interests ( 13 ) ( 9 ) ( 16 )

NET INCOME (LOSS) ATTRIBUTABLE TO SINCLAIR $ 310 $ ( 291 ) $ 2,652

NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR $ ( 112 ) $ 310 $ ( 291 )

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR:

Basic earnings (loss) per share $ 4.72 $ ( 4.46 ) $ 37.54

Diluted earnings (loss) per share $ 4.69 $ ( 4.46 ) $ 37.54

Basic (loss) earnings per share $ ( 1.61 ) $ 4.72 $ ( 4.46 )

Diluted (loss) earnings per share $ ( 1.61 ) $ 4.69 $ ( 4.46 )

Basic weighted average common shares outstanding (in thousands) 69,118 65,782 65,125

2 unchanged sentences

SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023

1 unchanged sentence

2025 2024 2023

Net income (loss) $ 319 $ ( 279 ) $ 2,701

Unrealized gain on interest rate swap, net of taxes 1 — —

Adjustments to post-retirement obligations, net of taxes — — 3

Share of other comprehensive gain of equity method investments — — 3

Comprehensive income (loss) 320 ( 279 ) 2,707

Comprehensive loss (income) attributable to redeemable noncontrolling interests — 4 ( 20 )

Comprehensive income attributable to noncontrolling interests ( 9 ) ( 16 ) ( 29 )

Comprehensive income (loss) attributable to Sinclair $ 311 $ ( 291 ) $ 2,658

Net (loss) income $ ( 99 ) $ 319 $ ( 279 )

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

Adjustments to pension obligations, net of taxes ( 1 ) — —

Comprehensive (loss) income ( 101 ) 320 ( 279 )

Comprehensive loss attributable to the redeemable noncontrolling interests — — 4

Comprehensive income attributable to the noncontrolling interests ( 13 ) ( 9 ) ( 16 )

Comprehensive (loss) income attributable to Sinclair $ ( 114 ) $ 311 $ ( 291 )

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

SINCLAIR, INC.

CONSOLIDATED STATEMENT OF (DEFICIT) EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

CONSOLIDATED STATEMENT OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2023

5 unchanged sentences

Common Stock Additional

Capital (Accumulated Deficit) Retained Earnings Accumulated

Comprehensive

(Loss) Income Noncontrolling

Interests Total (Deficit) Equity

Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive Income

Noncontrolling

Interests Total Equity

Shares Values Shares Values

4 unchanged sentences

Class A Common Stock issued pursuant to employee benefit plans — 2,674,825 — — — 46 — — — 46

Distributions to noncontrolling interests, net ( 7 ) — — — — — — — ( 12 ) ( 12 )

Other comprehensive income — — — — — — — 6 — 6

Deconsolidation of subsidiary ( 16 ) — — — — — — ( 3 ) ( 148 ) ( 151 )

Net income 20 — — — — — 2,652 — 29 2,681

Distributions to noncontrolling interests — — — — — — — — ( 13 ) ( 13 )

Redemption, net ( 190 ) — — — — — — — — —

Net (loss) income ( 4 ) — — — — — ( 291 ) — 16 ( 275 )

BALANCE, December 31, 2023 $ — 39,737,682 $ 1 23,775,056 $ — $ 517 $ ( 234 ) $ 1 $ ( 64 ) $ 221

1 unchanged sentence

SINCLAIR, INC.

CONSOLIDATED STATEMENT OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

CONSOLIDATED STATEMENT OF EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2024

1 unchanged sentence

Sinclair Shareholders

Noncontrolling

Interests Class A

Common Stock Class B

Common Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Capital (Accumulated Deficit) Retained Earnings Accumulated

Comprehensive

Income Noncontrolling

Noncontrolling

Interests Total Equity

3 unchanged sentences

— — — — — ( 66 ) — — ( 66 )

Repurchases of Class A Common Stock — ( 8,785,022 ) — — — ( 153 ) — — — ( 153 )

Class A Common Stock issued pursuant to employee benefit plans 2,904,444 — — — 53 — — — 53

Distributions to noncontrolling interests, net — — — — — — — — ( 13 ) ( 13 )

Redemption, net ( 190 ) — — — — — — — — —

Net (loss) income ( 4 ) — — — — — ( 291 ) — 16 ( 275 )

Distributions to noncontrolling interests — — — — — — — ( 12 ) ( 12 )

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

Net income — — — — — 310 — 9 319

BALANCE, December 31, 2024 42,642,126 $ 1 23,775,056 $ — $ 570 $ 10 $ 2 $ ( 67 ) $ 516

7 unchanged sentences

Common Stock Additional

Capital (Accumulated Deficit) Retained Earnings Accumulated

Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive

Income Noncontrolling

Interests Total

Noncontrolling

Interests Total Equity

Shares Values Shares Values

2 unchanged sentences

— — — — — ( 69 ) — — ( 69 )

Class B Common Stock converted into Class A Common Stock 19,820 — ( 19,820 ) — — — — — —

Class A Common Stock issued pursuant to employee benefit plans 3,317,404 — — — 44 — — — 44

Distributions to noncontrolling interests, net — — — — — — — ( 12 ) ( 12 )

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

Net income — — — — — 310 — 9 319

Distributions to noncontrolling interests — — — — — — — ( 17 ) ( 17 )

Other comprehensive loss — — — — — — ( 2 ) — ( 2 )

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

Net (loss) income — — — — — ( 112 ) — 13 ( 99 )

BALANCE, December 31, 2025 45,979,350 $ 1 23,755,236 $ — $ 613 $ ( 171 ) $ — $ ( 73 ) $ 370

6 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 319 $ ( 279 ) $ 2,701

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Amortization of sports programming rights — — 326

Amortization of definite-lived intangible and other assets 149 166 221

Net (loss) income $ ( 99 ) $ 319 $ ( 279 )

Adjustments to reconcile net (loss) income to net cash flows from operating activities:

Amortization of definite-lived intangible assets 145 149 166

Depreciation of property and equipment 104 101 105

1 unchanged sentence

Stock-based compensation 51 51 45

Deferred tax provision (benefit) 82 ( 358 ) 906

(Gain) loss on asset dispositions and other, net of impairment ( 16 ) 3 ( 11 )

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

Deferred tax (benefit) provision ( 121 ) 82 ( 358 )

Loss (gain) on asset dispositions and other, net 26 ( 16 ) 3

Loss on deconsolidation of subsidiary — — 10

Income from equity method investments ( 61 ) ( 118 ) ( 29 )

1 unchanged sentence

Distributions from investments 74 31 32

Sports programming rights payments — — ( 325 )

Rebate payments to distributors — — ( 15 )

Gain on extinguishment of debt ( 6 ) ( 1 ) ( 15 )

Changes in assets and liabilities, net of acquisitions and deconsolidation of subsidiary:

(Increase) decrease in accounts receivable ( 28 ) ( 8 ) 20

Decrease (increase) in prepaid expenses and other current assets 33 ( 32 ) ( 96 )

(Decrease) increase in accounts payable and accrued and other current liabilities ( 495 ) 512 ( 14 )

Debt issuance costs 53 — —

Changes in assets and liabilities, net of acquisitions and dispositions:

Increase in accounts receivable ( 47 ) ( 28 ) ( 8 )

(Increase) decrease in prepaid expenses and other current assets ( 9 ) 33 ( 32 )

Increase (decrease) in accounts payable and accrued and other current liabilities 43 ( 495 ) 512

Net change in current and long-term net income taxes payable/receivable 23 ( 11 ) ( 3 )

( 11 ) ( 3 ) 147

Decrease in program contracts payable ( 74 ) ( 80 ) ( 88 )

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Net cash flows from operating activities 189 98 235

CASH FLOWS 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 )

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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 FLOWS FROM (USED IN) FINANCING ACTIVITIES

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

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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 )

Distributions to noncontrolling interests, net ( 12 ) ( 13 ) ( 12 )

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 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 169 35 ( 222 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year 662 884 819

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of year $ 697 $ 662 $ 884

CASH, AND CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year 697 662 884

CASH, AND CASH EQUIVALENTS, AND RESTRICTED CASH, end of year $ 866 $ 697 $ 662

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

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Sinclair, Inc.

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

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

Additionally, we own digital media companies that are complementary to our extensive portfolio of television station related digital properties and we have interests in, own, manage, and/or operate technical and software services companies, research and development companies for the advancement of broadcast technology, and other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.

(“the Company” or “Sinclair”) is a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations and digital platform.

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

Additionally, we own digital media companies 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 companies for the advancement of broadcast technology, and other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.

As of December 31, 2025, we had two reportable segments:

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Tennis Channel International streaming service;

Tennis Channel streaming service;

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

Tennis Channel 2, a 24-hour a day free ad-supported streaming television channel;

and Tennis.com.

Prior to the Deconsolidation on March 1, 2022 (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), we had one additional reportable segment, local sports.

This segment consisted of regional sports networks (“RSNs”) which owned the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Principles of Consolidation

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Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting.

Income (loss) from equity method investments represents our proportionate share of net income or loss generated by equity method investees.

Income from equity method investments represents our proportionate share of net income or loss generated by equity method investees.

Company Reorganization

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The purpose of the transactions contemplated by the Share Exchange Agreement was to affect a holding company reorganization in which Sinclair would become the publicly-traded parent company of Old Sinclair.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Effective at 12:00 am Eastern U.S.

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In the Share Exchange, (i) each share or fraction of a share of Old Sinclair’s Class A common stock, par value $ 0.01 per share (“Old Sinclair Class A Common Shares”), outstanding immediately prior to the Share Exchange Effective Time was exchanged on a one -for-one basis for an equivalent share of Sinclair’s Class A common stock, par value $ 0.01 per share (“Sinclair Class A Common Shares”), and (ii) each share or fraction of a share of Old Sinclair’s Class B common stock, par value $ 0.01 per share (“Old Sinclair Class B Common Shares”), outstanding immediately prior to the Share Exchange Effective Time was exchanged on a one -for-one basis for an equivalent share of Sinclair’s Class B common stock, par value $ 0.01 per share (“Sinclair Class B Common Shares”).

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Immediately following the Share Exchange Effective Time, Old Sinclair converted from a Maryland corporation to a Maryland limited liability company named Sinclair Broadcast Group, LLC (“SBG”).

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

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

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

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

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

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

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

The Reorganization is considered a transaction between entities under common control and as SBG and Ventures are both subsidiaries of Sinclair, there was no impact on the consolidated financial statements of Sinclair.

Deconsolidation of Diamond Sports Intermediate Holdings LLC

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

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

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

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

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

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

Upon Deconsolidation, we recognized a gain before income taxes of approximately $ 3,357 million, which is recorded within gain on deconsolidation of subsidiary in our consolidated statements of operations for the year ended December 31, 2022.

For the year ended December 31, 2023, we recorded an adjustment to the deconsolidation gain of $ 10 million.

Use of Estimates

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

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

Actual results could differ from those estimates.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In October 2021, the FASB issued guidance to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice.

ASU 2021-08 requires that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts.

The guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

We adopted this guidance during the first quarter of 2023.

The impact of the adoption did not have a material impact on our consolidated financial statements.

In November 2023, the FASB issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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income taxes paid disaggregated by jurisdiction;

and income or loss before income tax disaggregated between foreign and domestic.

and income or loss before income tax disaggregated between foreign and domestic (“ASU 2023-09”).

The guidance is effective for annual periods beginning after December 15, 2024, applied prospectively.

Early adoption is permitted.

We are currently evaluating the impact of this guidance but do not expect it to have a material impact on our consolidated financial statements.

We adopted this guidance during the fourth quarter of 2025.

Income Taxes for more information.

In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items.

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We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable

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Balance at end of period $ 5 $ 6 $ 4

As of December 31, 2025, three customers accounted for 12 %, 11 %, and 10 %, respectively, of our accounts receivable, net.

As of December 31, 2024, four customers accounted for 11 %, 11 %, 10 %, and 10 %, respectively, of our accounts receivable, net.

As of December 31, 2023, two customers accounted for 10 % and 10 %, respectively, of our accounts receivable, net.

As of December 31, 2022, one customer accounted for 13 % of our accounts receivable, net.

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

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Broadcast Television Programming

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We assess our program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.

Sports Programming Rights

DSIH had multi-year program rights agreements that provided DSIH with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee.

Prior to the Deconsolidation, we amortized these rights as an expense over each season based upon contractually stated rates.

Amortization was accelerated in the event that the stated contractual rates over the term of the rights agreement resulted in an expense recognition pattern that was inconsistent with the projected growth of revenue over the contractual term.

Impairment of Goodwill, Indefinite-lived Intangible Assets, and Other Long-lived Assets

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We also consider the significance of the excess fair value over carrying value in prior quantitative assessments.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

If we conclude that it is more likely than not that a reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we will determine the fair value of the reporting unit and compare it to the net book value of the reporting unit.

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Our discounted cash flow model is based on our judgment of future market conditions based on our internal forecast of future performance, as well as discount rates that are based on a number of factors including market interest rates, a weighted average cost of capital analysis, and includes adjustments for market risk and company specific risk.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Our indefinite-lived intangible assets consist primarily of our broadcast licenses and a trade name.

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We estimate the fair values of our broadcast licenses using the Greenfield method, which is an income approach.

This method involves a discounted cash flow model that incorporates several variables, including, but not limited to, market revenues and long-term growth projections, estimated market share for the typical participant without a network affiliation, and estimated profit margins based on market size and station type.

This method involves a discounted cash flow model that incorporates several variables, including, but not limited to, market revenue and long-term growth projections, estimated market share for the typical participant without a network affiliation, and estimated profit margins based on market size and station type.

The model also assumes outlays for capital expenditures, future terminal values, an effective tax rate assumption and a discount rate based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk.

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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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Notes Payable and Commercial Bank Financing for further discussion.

Supplemental Information — Statements of Cash Flows

Cash interest paid for the years ended December 31, 2025, 2024, and 2023 was $ 324 million, $ 296 million, and $ 294 million, respectively.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Information — Statements of Cash Flows

For the years ended December 31, 2024, 2023, and 2022, we had the following cash transactions (in millions):

2024 2023 2022

Income taxes paid $ 3 $ 5 $ 18

Income tax refunds $ — $ 1 $ 158

Interest paid $ 296 $ 294 $ 387

Non-cash investing activities included property and equipment purchases of $ 5 million for each of the years ended December 31, 2024, 2023, and 2022.

We received equity shares in investments valued at $ 13 million and $ 3 million for the years ended December 31, 2024 and 2022, respectively, in exchange for an equivalent value of advertising spots.

Non-cash investing activities included property and equipment purchases of $ 3 million for the year ended December 31, 2025 and $ 5 million for each of the years ended December 31, 2024 and 2023.

We received investments valued at $ 21 million and $ 13 million for the years ended December 31, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

We completed the acquisition and sale of certain television stations as described in Acquisitions and Station Disposals below for non-cash consideration of $ 32 million and $ 36 million, respectively, during the year ended December 31, 2025.

Revenue Recognition

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Other media, non-media, and intercompany revenue 89 4 31 ( 9 ) 115

Total revenues $ 3,254 $ 247 $ 76 $ ( 29 ) $ 3,548

Total revenue $ 2,774 $ 265 $ 166 $ ( 36 ) $ 3,169

For the year ended December 31, 2024 Local media Tennis Other Eliminations Total

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Other media, non-media, and intercompany revenue 154 5 43 ( 11 ) 191

Total revenues $ 2,866 $ 228 $ 62 $ ( 22 ) $ 3,134

For the year ended December 31, 2022 Local media Tennis Local sports Other Eliminations Total

Total revenue $ 3,254 $ 247 $ 76 $ ( 29 ) $ 3,548

For the year ended December 31, 2023 Local media Tennis Other Eliminations Total

Distribution revenue $ 1,491 $ 189 $ — $ — $ 1,680

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Other media, non-media, and intercompany revenue 139 2 37 ( 9 ) 169

Total revenues $ 3,193 $ 217 $ 482 $ 95 $ ( 59 ) $ 3,928

Total revenue $ 2,866 $ 228 $ 62 $ ( 22 ) $ 3,134

Distribution Revenue.

We generate distribution revenue through fees received from Distributors for the right to distribute our stations, other properties, and, prior to the Deconsolidation, the RSNs.

We generate distribution revenue through fees received from Distributors for the right to distribute our stations and other properties.

Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber.

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Historical adjustments to subscriber estimates have not been material.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Core Advertising Revenue.

We generate core advertising revenue primarily from the sale of non-political advertising spots/impressions within our broadcast television, digital platforms, and, prior to the Deconsolidation, RSNs.

We generate core advertising revenue primarily from the sale of non-political advertising spots/impressions within our broadcast television and digital platforms.

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

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payments received in advance of satisfying our performance obligations are reflected as deferred revenue.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Political Advertising Revenue .

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Our contracts with customers may include multiple performance obligations.

For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price, which is generally based on the prices charged to customers.

Deferred Revenues.

For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price, which is generally based on the prices charged to customers.

Deferred Revenue.

We record deferred revenue when cash payments are received or due in advance of our performance, including amounts which are refundable.

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Deferred revenue recognized for the years ended December 31, 2025 and 2024 that was included in the deferred revenue balance as of December 31, 2024 and 2023 was $ 59 million and $ 49 million, respectively.

For the year ended December 31, 2024, two customers accounted for 10 % and 10 %, respectively, of our total revenues.

For the year ended December 31, 2023, two customers accounted for 11 % and 10 %, respectively, of our total revenues.

For the year ended December 31, 2022, three customers accounted for 12 %, 11 %, and 10 %, respectively, of our total revenues.

For the year ended December 31, 2025, two customers accounted for 11 % and 11 %, respectively, of our total revenue.

For the year ended December 31, 2024, two customers accounted for 10 % and 10 %, respectively, of our total revenue.

For the year ended December 31, 2023, two customers accounted for 11 % and 10 %, respectively, of our total revenue.

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

Acquisitions and Station Disposals

In March 2025, Ventures completed the acquisition of CPX Interactive LLC (“Digital Remedy”) for approximately $ 30 million in cash, net of cash acquired of $ 5 million, in which Ventures acquired the remaining 75 % of the business they did not already own.

The acquired assets and liabilities were recorded at fair value as of the closing date of the transactions, which included $ 22 million of definite-lived intangible assets and $ 15 million of goodwill.

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

For the year ended December 31, 2025, we recorded a net loss of $ 8 million related to the sale, which is included within (gain) loss on asset dispositions and other, net in our consolidated statements of operations and our local media segment within Note 15.

Segment Data .

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

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

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

Advertising Expenses

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Total advertising expenses, net of advertising co-op credits, were $ 8 million, $ 6 million, and $ 8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

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Fair Value Measurements for additional information regarding the fair value of notes payable.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Post-retirement Benefits

We maintain a supplemental executive retirement plan which we inherited upon the acquisition of certain stations.

As of December 31, 2024, the estimated projected benefit obligation was $ 13 million, of which $ 1 million is included in accrued expenses and $ 12 million is included in other long-term liabilities in our consolidated balance sheets.

As of December 31, 2025, the estimated projected benefit obligation was $ 13 million, of which $ 1 million was included in accrued expenses and $ 12 million was included in other long-term liabilities in our consolidated balance sheets.

At December 31, 2025, the projected benefit obligation was measured using a 5.09 % discount rate compared to a discount rate of 5.44 % for the year ended December 31, 2024.

For each of the years ended December 31, 2025 and 2024, we made $ 1 million in benefit payments.

We recognized an actuarial gain of $ 0.4 million and loss of $ 0.3 million through other comprehensive income for the years ended December 31, 2024 and 2023, respectively.

We recognized an actuarial loss of $ 0.5 million and a gain of $ 0.4 million through other comprehensive income for the years ended December 31, 2025 and 2024, respectively.

For each of the years ended December 31, 2025 and 2024, we recognized $ 1 million of periodic pension expense, reported in other expense, net in our consolidated statements of operations.

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As of December 31, 2025, the assets and liabilities included in our consolidated balance sheets related to deferred compensation plans were $ 52 million and $ 48 million, respectively.

Redeemable Subsidiary Preferred Equity

On August 23, 2019, Diamond Sports Holdings, LLC (“DSH”), an indirect parent of Diamond Sports Group, LLC (“DSG”) and indirect wholly-owned subsidiary of the Company, issued preferred equity (the “Redeemable Subsidiary Preferred Equity”).

On February 10, 2023, we purchased the remaining 175,000 units of the Redeemable Subsidiary Preferred Equity for an aggregate purchase price of $ 190 million, representing 95 % of the sum of the remaining unreturned capital contribution of $ 175 million and accrued and unpaid dividends up to, but not including, the date of purchase.

Dividends accrued for the year ended December 31, 2023 were $ 3 million and are reflected in net loss attributable to the redeemable noncontrolling interests in our consolidated statements of operations.

Dividends accrued during 2023 were paid in kind and added to the liquidation preference.

Reclassifications

Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.

Subsequent Events

In February 2026, we acquired the non-license assets of KMYT and KOKI in Tulsa, OK and disposed of the non-license assets of KLEW in Spokane, WA and KEPR, KIMA, KUNW, KORX and KVVK in Yakima, WA, all of which were completed with the same counterparty.

We are in the process of completing our preliminary purchase price allocation.

SINCLAIR, INC.

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Stock-based compensation expense has no effect on our consolidated cash flows.

For the years ended December 31, 2024, 2023, and 2022, we recorded stock-based compensation of $ 51 million, $ 45 million, and $ 50 million, respectively.

We recorded stock-based compensation of $ 51 million for each of the years ended December 31, 2025 and 2024 and $ 45 million for the year ended December 31, 2023.

Below is a summary of the key terms and methods of valuation of our stock-based compensation awards:

Restricted Stock Awards

RSAs issued in 2024 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

RSAs issued in 2025 and 2024 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

RSAs issued in 2023 have certain restrictions that generally lapse after two years at 100 % or over two years at 50 % and 50 %, respectively.

RSAs issued in 2022 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

As the restrictions lapse, the Class A Common Stock may be freely traded on the open market.

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(a) Forfeitures are recognized as they occur.

We recorded compensation expense of $ 19 million for each of the years ended December 31, 2024, 2023, and 2022.

We recorded compensation expense of $ 28 million for the year ended December 31, 2025 and $ 19 million for each of the years ended December 31, 2024 and 2023.

The majority of the unrecognized compensation expense of $ 12 million as of December 31, 2025 will be recognized in 2026.

Restricted Stock Units

During the year ended December 31, 2025, we issued 670,731 Restricted Stock Units (“RSUs”) under the SIP.

The RSUs issued have certain restrictions that lapse over three years at 100 % or one year at 25 % and 6.25 % in each quarter thereafter.

Unvested RSUs do not carry voting rights and do not receive dividends.

We recorded compensation expense of $ 2 million for the year ended December 31, 2025.

The majority of the unrecognized compensation expense of $ 8 million as of December 31, 2025 will be recognized in 2027.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Stock Grants to Non-Employee Directors

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We issued 108,504 shares in 2025, 113,658 shares in 2024, and 80,496 shares in 2023.

We recorded expense of $ 1 million for each of the years ended December 31, 2024 and 2023 and $ 2 million for the year ended December 31, 2022, which was based on the average share price of the stock on the date of grant.

We recorded expense of $ 1 million for each of the years ended December 31, 2025, 2024 and 2023 which was based on the average share price of the stock on the date of grant.

Additionally, these shares are included in the total shares outstanding, which results in a dilutive effect on our basic and diluted earnings per share.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Stock-Settled Appreciation Rights

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2025 Activity:

Granted 3,625,160 13.31

Exercised ( 54,430 ) 16.89

Outstanding SARs at December 31, 2025 8,315,410 $ 20.41

As of December 31, 2024, there was no aggregate intrinsic value of the SARs outstanding which had a weighted average remaining contractual life of 8 years.

The aggregate intrinsic value of 3,570,730 of the outstanding SARs as of December 31, 2025 was $ 7 million.

The total SARs outstanding had a weighted average remaining contractual life of 7 years.

Valuation of SARS.

Our SARs were valued using the Black-Scholes pricing model utilizing the following assumptions:

2024 2023 2022

Risk-free interest rate 4.1 %

Expected years to exercise 5 years 5 years 5 years

Expected years to exercise 5 years 5 years

Expected volatility 58.8 % 52.1 %

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The annual dividend yield is based on the annual dividend per share divided by the share price on the grant date.

During 2024 and 2022, outstanding SARs increased the weighted average shares outstanding for purposes of determining dilutive earnings per share.

During 2024, outstanding SARs increased the weighted average shares outstanding for purposes of determining dilutive earnings per share.

Options are fully vested and have a weighted average remaining contractual term of 1 year.

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There was no expense recognized for each of the years ended December 31, 2025, 2024, and 2023.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of changes in outstanding options:

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401(k) Plan is available as a benefit for our eligible employees.

Contributions made to the 401(k) Plan include an employee elected salary reduction amount with a match calculation (the “Match”).

The Match and any additional discretionary contributions may be made using our Class A Common Stock, if the Board so chooses.

Typically, we make the Match using our Class A Common Stock.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Contributions made to the 401(k) Plan include an employee elected salary reduction amount with a match calculation (the “Match”), which is made using our Class A Common Stock.

The value of the Match is based on the level of elective deferrals into the 401(k) Plan.

The number of shares of Class A Common Stock granted under the Match is determined based upon the closing price on or about March 1st of each year for the previous calendar year’s Match.

We recorded $ 17 million for each of the years ended December 31, 2024, 2023, and 2022 of stock-based compensation expense related to the Match.

We recorded stock-based compensation expense related to the Match of $ 17 million for each of the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, a total of 11,000,000 shares of Class A Common Stock were reserved for matches under the 401(k) Plan.

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The ESPP allows eligible employees to purchase Class A Common Stock at 85 % of the lesser of the fair value of the common stock as of the first day of the quarter and as of the last day of that quarter, subject to certain limits as defined in the ESPP.

The stock-based compensation expense recorded related to the ESPP was $ 1 million for each of the years ended December 31, 2024 and 2023 and $ 2 million for the year ended December 31, 2022.

The stock-based compensation expense recorded related to the ESPP was $ 1 million for each of the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, a total of 6,483,783 shares of Class A Common Stock were reserved for awards under the plan.

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Acquired property and equipment is depreciated on a straight-line basis over the respective estimated remaining useful lives.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment consisted of the following as of December 31, 2025 and 2024 (in millions):

9 unchanged sentences

accumulated depreciation ( 1,029 ) ( 1,012 )

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL, INDEFINITE-LIVED INTANGIBLE ASSETS, AND OTHER INTANGIBLE ASSETS:

Goodwill, which arises from the purchase price exceeding the assigned value of the net assets of an acquired business, represents the value attributable to unidentifiable intangible elements being acquired.

The change in the carrying amount of goodwill at December 31, 2024 and 2023 was as follows (in millions):

The change in the carrying amount of goodwill as of December 31, 2025 and 2024 was as follows (in millions):

Local media Tennis Other Consolidated

Balance at December 31, 2023 $ 2,016 $ 61 $ 5 $ 2,082

Disposition — — ( 6 ) ( 6 )

Balance at December 31, 2024 $ 2,016 $ 61 $ 5 $ 2,082

Acquisition — — 15 15

Disposition ( 12 ) — — ( 12 )

Balance at December 31, 2025 $ 2,004 $ 61 $ 20 $ 2,085

Our accumulated goodwill impairment was $ 3,029 million as of both December 31, 2024 and 2023, of which $ 414 million related to our local media segment and $ 2,615 million related to our local sports segment (prior to the Deconsolidation) as of both December 31, 2024 and 2023, respectively.

For our annual goodwill impairment tests related to our local media, tennis, and other reporting units in 2024 and 2023 and our tennis and other reporting units in 2022, we concluded that it was more-likely-than-not that goodwill was not impaired for the reporting units in which we performed a qualitative assessment.

Our accumulated goodwill impairment was $ 414 million as of both December 31, 2025 and 2024, all of which related to our local media segment.

For our annual goodwill impairment test related to our local media, tennis, and other reporting units in 2025, we elected to perform a quantitative assessment and concluded that the fair value substantially exceeded the carrying value for the reporting units in which we performed a quantitative assessment.

The key assumptions used to determine the fair value of our local media, tennis, and other reporting units consisted primarily of significant unobservable inputs (Level 3 fair value inputs), including discount rates, estimated cash flows, profit margins, and growth rates.

The discount rate used to determine the fair value of our local media, tennis, and other reporting units is based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television broadcasting company and includes adjustments for market risk and company specific risk.

Estimated cash flows are based upon internally developed estimates and growth rates and profit margins are based on market studies, industry knowledge, and historical performance.

For our annual goodwill impairment tests related to our local media, tennis, and other reporting units in 2024 and 2023 we concluded that it was more-likely-than-not that goodwill was not impaired for the reporting units in which we performed a qualitative assessment.

The qualitative factors reviewed during our annual assessments indicated stable or improving margins and favorable or stable forecasted economic conditions including stable discount rates and comparable or improving business multiples.

1 unchanged sentence

We did not have any indicators of impairment in any interim period in 2025 or 2024 and therefore did not perform interim impairment tests for goodwill during those periods.

For our annual goodwill impairment test related to our local media reporting unit in 2022, we elected to perform a quantitative assessment and concluded that its fair value substantially exceeded its carrying value.

The key assumptions used to determine the fair value of our local media reporting unit consisted primarily of significant unobservable inputs (Level 3 fair value inputs), including discount rates, estimated cash flows, profit margins, and growth rates.

The discount rate used to determine the fair value of our local media reporting unit is based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television broadcasting company and includes adjustments for market risk and company specific risk.

Estimated cash flows are based upon internally developed estimates and growth rates and profit margins are based on market studies, industry knowledge, and historical performance.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 and 2024, the carrying amount of our indefinite-lived intangible assets was as follows (in millions):

2 unchanged sentences

Balance at December 31, 2024 (a) (b) $ 123 $ 24 $ 3 $ 150

Acquisition 1 — — 1

Disposition ( 2 ) — — ( 2 )

Balance at December 31, 2025 (a) (b) $ 122 $ 24 $ 3 $ 149

(a) Our indefinite-lived intangible assets in our local media segment relate to broadcast licenses and our indefinite-lived intangible assets in our tennis segment and other relate to trade names.

(b) Approximately $ 14 million of indefinite-lived intangible assets relate to consolidated VIEs as of December 31, 2024 and 2023.

(b) Approximately $ 12 million and $ 14 million of indefinite-lived intangible assets relate to consolidated VIEs as of December 31, 2025 and 2024, respectively.

We performed our annual impairment tests for indefinite-lived intangibles in 2025, 2024 and 2023 and as a result of our qualitative assessments, we recorded no impairment.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table shows the gross carrying amount and accumulated amortization of definite-lived intangibles (in millions):

18 unchanged sentences

The definite-lived intangible assets are amortized over a weighted average useful life of 14 years for customer relationships and 15 years for network affiliations.

The amortization expense of the definite-lived intangible and other assets for the years ended December 31, 2024, 2023, and 2022 was $ 149 million, $ 166 million, and $ 225 million, respectively, of which $ 4 million for the year ended December 31, 2022 was associated with the amortization of favorable sports contracts prior to the Deconsolidation and is presented within media programming and production expenses in our statements of operations.

The amortization expense of the definite-lived intangible and other assets for the years ended December 31, 2025, 2024, and 2023 was $ 145 million, $ 149 million, and $ 166 million, respectively.

We analyze specific definite-lived intangibles for impairment when events occur that may impact their value in accordance with the respective accounting guidance for long-lived assets.

There were no impairment charges recorded for the years ended December 31, 2025, 2024, and 2023, as there were no indicators of impairment.

The following table shows the estimated annual amortization expense of the definite-lived intangible assets for the next five years and thereafter (in millions):

2030 and thereafter 53

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table shows the estimated annual amortization expense of the definite-lived intangible assets for the next five years and thereafter (in millions):

2031 and thereafter 45

OTHER ASSETS:

2 unchanged sentences

Other investments 402 382

Note receivable 31 27

Income tax receivable 150 144

4 unchanged sentences

No investments were individually significant for the years ended December 31, 2025, 2024, and 2023.

Diamond Sports Intermediate Holdings LLC.

Subsequent to the Deconsolidation, we began accounting for our equity interest in DSIH under the equity method of accounting.

As of March 1, 2022, we reflected the investment in DSIH at fair value, which was determined to be nominal .

For the year ended December 31, 2024, we recorded no equity method loss related to the investment because the carrying value of the investment is zero and we are not obligated to fund losses incurred by DSIH.

See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1.

Nature of Operations and Summary of Significant Accounting Policies.

We no longer hold an equity interest in DSIH subsequent to the emergence of Diamond Sports Group, LLC (“DSG”) from bankruptcy on January 2, 2025.

YES Network Investment .

Prior to the Deconsolidation, we accounted for our investment in the Yankee Entertainment and Sports Network, LLC (“YES Network”) as an equity method investment, which was recorded within other assets in our consolidated balance sheets, and in which our proportionate share of the net income generated by the investment was included within income from equity method investments in our consolidated statements of operations.

We recorded income of $ 10 million related to our investment for the year ended December 31, 2022.

Other Investments

4 unchanged sentences

Investments accounted for utilizing the measurement alternative were $ 29 million and $ 38 million as of December 31, 2025 and 2024, respectively.

We recorded a $ 2 million impairment related to one investment and a $ 6 million impairment related to one investment for the years ended December 31, 2024 and 2023, respectively, which are reflected in other income (expense), net in our consolidated statements of operations.

We recorded no impairment related to these investments for the year ended December 31, 2022.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We recorded impairments of $ 24 million related to three investments, a $ 2 million impairment related to one investment, and a $ 6 million impairment related to one investment for the years ended December 31, 2025, 2024, and 2023, respectively, which are reflected in other income (expense), net in our consolidated statements of operations.

On November 18, 2020, we entered into a commercial agreement with Bally’s Corporation (“Bally’s”).

As part of this arrangement, we received warrants to acquire up to 8.2 million shares of Bally’s common stock for a penny per share, of which 3.3 million are exercisable upon meeting certain performance metrics.

We also received options to purchase up to 1.6 million shares of Bally’s common stock with exercise prices between $ 30 and $ 45 per share, exercisable after four years .

In April 2021, we made an incremental investment of $ 93 million in Bally’s in the form of non-voting perpetual warrants, convertible into 1.7 million shares of Bally’s common stock at an exercise price of $ 0.01 per share, subject to certain adjustments.

These investments are reflected at fair value within our financial statements.

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.

Fair Value Measurements for further discussion.

As of December 31, 2025 and 2024, our unfunded commitments related to certain equity investments totaled $ 46 million and $ 63 million, respectively, including $ 42 million and $ 60 million, respectively, related to investments measured at NAV.

Note Receivable

We were party to an Accounts Receivable Securitization Facility (“A/R Facility”), held by Diamond Sports Finance SPV, LLC (“DSPV”), an indirect wholly-owned subsidiary of DSIH.

On May 10, 2023, DSPV paid the Company approximately $ 199 million, representing the aggregate outstanding principal amount of the loans under the A/R Facility, accrued interest, and outstanding fees and expenses.

The A/R Facility was terminated on March 14, 2024.

SINCLAIR, INC.

2 unchanged sentences

Notes payable, finance leases, and commercial bank financing (including “finance leases to affiliates”) consisted of the following as of December 31, 2025 and 2024 (in millions):

Bank Credit Agreement:

Credit Agreements:

Term Loan B-2, due September 30, 2026 (a) $ — $ 1,175

Term Loan B-3, due April 1, 2028 714 722

Term Loan B-4, due April 21, 2029 731 739

5.125 % Unsecured Notes, due February 15, 2027

5.500 % Unsecured Notes, due March 1, 2030

4.125 % Senior Secured Notes, due December 1, 2030

Term Loan B-3, due April 1, 2028 (a) 3 714

Term Loan B-4, due April 21, 2029 (a) — 731

Term Loan B-6, due December 31, 2029 (a) 706 —

Term Loan B-7, due December 31, 2030 (a) 726 —

5.125 % Senior notes, due February 15, 2027 (a) (b)

5.500 % Senior notes, due March 1, 2030

4.125 % Senior Secured Notes, due December 1, 2030 (a)

4.125 % Unsecured Notes, due December 1, 2030 (a)

9.750 % Second Lien Senior Secured Notes, due February 15, 2033 (a)

8.125 % First-Out First Lien Secured Notes, due February 15, 2033 (a)

4.375 % Second-Out First Lien Secured Notes, due December 31, 2032 (a)

A/R Facility 375 —

Debt of variable interest entities 6 7

Debt of non-media subsidiaries — 15

Finance leases 24 30

5 unchanged sentences

Net carrying value of long-term debt $ 4,358 $ 4,091

(a) For the year ended December 31, 2024, STG repurchased $ 27 million aggregate principal amount of the Term Loan B-2 for consideration of $ 25 million.

See Bank Credit Agreement below.

Debt under the Bank Credit Agreement, notes payable, and finance leases as of December 31, 2024 matures as follows (in millions):

Bank Credit Agreement Finance Leases Total

2025 $ 30 $ 11 $ 41

(a) Sinclair Television Group, Inc.

(“STG”) completed a series of financing transactions, including a new money financing and debt recapitalization, during the year ended December 31, 2025.

See Credit Agreements and Notes below.

(b) 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.

See Credit Agreements and Notes below.

Debt under the New Credit Agreement, Amended Credit Agreement, notes payable, and finance leases as of December 31, 2025 matures as follows (in millions):

Credit Agreements Finance Leases Total

2026 $ 17 $ 10 $ 27

7 unchanged sentences

Net carrying value of total debt $ 4,350 $ 33 $ 4,383

Interest expense in our consolidated statements of operations was $ 304 million, $ 305 million, and $ 296 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Interest expense included amortization of deferred financing costs and debt discounts of $ 10 million for each of the years ended December 31, 2024 and 2023 and $ 12 million for the year ended December 31, 2022.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Interest expense in our consolidated statements of operations was $ 395 million, $ 304 million, and $ 305 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Interest expense included amortization of deferred financing costs and debt discounts of $ 8 million for the year ended December 31, 2025 and $ 10 million for each of the years ended December 31, 2024 and 2023.

Interest expense for the year ended December 31, 2025 also included $ 68 million of one-time financing costs.

The stated and weighted average effective interest rates on the above obligations are as follows, for the years ended December 31, 2025 and 2024:

1 unchanged sentence

Stated Rate 2025 2024

Bank Credit Agreement:

Term Loan B-2 (a) SOFR plus 2.50 %

Credit Agreements:

Term Loan B-2 SOFR plus 2.50 %

6.91 % 8.17 %

Term Loan B-3 SOFR plus 3.00 %

6.98 % 8.64 %

Term Loan B-4 (a) SOFR plus 3.75 %

8.51 % 9.83 %

Term Loan B-4 (b) SOFR plus 3.75 %

Term Loan B-6 (a) SOFR plus 3.30 %

Term Loan B-7 (a) SOFR plus 4.10 %

Revolving Credit Facility (a) (b) SOFR plus 2.00 %

5.125 % Unsecured Notes

5.13 % 5.33 % 5.33 %

Revolving Credit Facility (b) (c) SOFR plus 2.00 %

5.500 % Unsecured Notes

5.50 % 5.66 % 5.66 %

4.125 % Secured Notes

4.13 % 4.31 % 4.31 %

4.125 % Unsecured Notes

2 unchanged sentences

9.75 % 10.17 % — %

(a) The STG Term Loan B-2 converted to using the Secured Overnight Financing Rate (“SOFR”) upon the complete phase-out of LIBOR on June 30, 2023 and was subject to customary credit spread adjustments set at the time of the rate conversion.

The STG Term Loan B-3 has LIBOR to SOFR conversion terms, including the applicable credit spread adjustments, built into the existing agreement.

(b) Interest rate terms on the STG Term Loan B-4 and revolving credit facility include additional customary credit spread adjustments.

(c) We incur a commitment fee on undrawn capacity of 0.25 %, 0.375 %, or 0.50 % if our first lien indebtedness ratio (as defined in the Bank Credit Agreement) is less than or equal to 2.75 x, less than or equal to 3.0 x but greater than 2.75 x, or greater than 3.0 x, respectively.

The revolving credit facility is priced at SOFR plus 2.00 %, subject to decrease if the specified first lien leverage ratio (as defined in the Bank Credit Agreement) is less than or equal to certain levels.

As of December 31, 2024 and 2023, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 649 million available under the revolving credit facility.

The total revolving credit facility contains two tranches, one for $ 612.5 million which expires on April 21, 2027 and one for $ 37.5 million which expires on December 4, 2025.

See Bank Credit Agreement below for further information.

We recorded a $ 23 million original issuance discount for the year ended December 31, 2022.

Debt issuance costs and original issuance discounts are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to our revolving credit facility, which are presented within other assets in our consolidated balance sheets .

Bank Credit Agreement

Prior to the refinancing subsequent event discussed in Note 18.

Subsequent Events , STG, a wholly owned subsidiary of SBG, had a syndicated credit facility which includes both revolving credit and issued term loans (the “Bank Credit Agreement”).

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 4.5 x, measured as of the end of each fiscal quarter.

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

The 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 quarter, was utilized 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 which we were in compliance with as of December 31, 2024.

On April 21, 2022, STG entered into the Fourth Amendment (the “Fourth Amendment”) to the Bank Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto (the “Guarantors”) and the lenders and other parties thereto.

8.125 % Secured Notes

8.13 % 8.29 % — %

4.375 % Secured Notes

4.38 % 4.52 % — %

A/R Facility SOFR plus 1.25 %

(a) Interest rate terms on the STG Term Loan B-4, B-6, and B-7, the revolving credit facility, and the A/R Facility (as defined below) include additional customary credit spread adjustments.

(b) We incur a commitment fee on undrawn capacity of 0.25 %, 0.375 %, or 0.50 % if our first lien leverage ratio (as defined in the New Credit Agreement) is less than or equal to 2.75 x, less than or equal to 3.0 x but greater than 2.75 x, or greater than 3.0 x, respectively.

As of December 31, 2025, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 612 million available under the revolving credit facility.

As of December 31, 2024, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 649 million available under the revolving credit facility.

The total revolving credit facility contains two tranches, one for $ 575 million which matures on February 12, 2030 and one for $ 37.5 million which matures on April 21, 2027.

See Credit Agreements and Notes below for further information.

We recorded $ 43 million of debt issuance costs for the year ended December 31, 2025.

Debt issuance costs and original issuance discounts are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to our revolving credit facility and A/R Facility, which are presented within other assets in our consolidated balance sheets .

Credit Agreements and Notes

During the first quarter of 2025, STG, a wholly-owned subsidiary of SBG, completed a series of financing transactions (the “Transactions”) as follows:

Exchanged $ 711.4 million aggregate principal amount outstanding of the $ 714 million Term Loan B-3, which mature April 1, 2028 and bear interest at SOFR plus 3.00 % , into second-out first lien Term Loan B-6 issued under a new credit agreement dated February 12, 2025 (the “New Credit Agreement”), which mature December 31, 2029 and bear interest at SOFR plus 3.30 % .

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

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Fourth Amendment, STG raised Term B-4 Loans (as defined in the Bank Credit Agreement) in an aggregate principal amount of $ 750 million, which mature on April 21, 2029 (the “Term Loan B-4”).

The Term Loan B-4 was issued at 97 % of par and bears interest, at STG’s option, at Term SOFR plus 3.75 % (subject to customary credit spread adjustments) or base rate plus 2.75 %.

The proceeds from the Term Loan B-4 were used to refinance all of STG’s outstanding Term Loan B-1 due January 2024 and to redeem STG’s outstanding 5.875 % senior notes due 2026.

In addition, the maturity of $ 612.5 million of the total $ 650 million of revolving commitments under the Bank Credit Agreement were extended to April 21, 2027, with the remaining $ 37.5 million continuing to mature on December 4, 2025.

For the year ended December 31, 2022, we capitalized an original issuance discount of $ 23 million associated with the issuance of the Term Loan B-4, which is reflected as a reduction to the outstanding debt balance and will be recognized as interest expense over the term of the outstanding debt utilizing the effective interest method.

We recognized a loss on extinguishment of $ 10 million for the year ended December 31, 2022.

The Term Loan B-2, Term Loan B-3, and Term Loan B-4 amortize in equal quarterly installments in an aggregate amount equal to 1 % of the original amount of such term loan, with the balance being payable on the maturity date.

Exchanged $ 575 million of commitments under the existing revolving credit facility into $ 575 million first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus 2.00 % .

The existing bank credit agreement was amended as of February 12, 2025 (the “Amended Credit Agreement”) concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default.

As a result, the remaining $ 3 million of Term Loan B-3 and the remaining $ 37.5 million of commitments under the existing revolving credit facility are ranked as third lien obligations.

STG issued $ 1,430 million aggregate principal amount of 8.125 % first-out first lien secured notes due 2033 (the “ 8.125 % First-Out Notes”), which mature on February 15, 2033.

The proceeds from the 8.125 % First-Out Notes were used to repay in full the $ 1,175 million aggregate principal amounts outstanding of Term Loan B-2 due 2026, a pproximately $ 63.6 million aggregate principal amount of 4.125 % Senior Secured Notes due 2030 at 84 % of the principal amount, and a pproximately $ 104 million aggregate principal amount of 5.125 % Senior Notes due 2027 at 97 % of the principal amount and to pay fees and expenses related to the Transactions.

Exchanged $ 432 million aggregate principal amount of the existing 4.125 % Senior Secured Notes due 2030 into 9.750 % senior secured second lien notes due 2033 (the “ 9.750 % Second Lien Notes”), which mature on February 15, 2033.

Exchanged $ 238 million aggregate principal amount of the existing 4.125 % Senior Secured Notes due 2030 into 4.375 % second-out first lien secured notes due 2032 (the “ 4.375 % Second-Out Notes”), which mature on December 31, 2032.

The remaining 4.125 % Senior Secured Notes due 2030 of $ 4 million became unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.

In connection with the Transactions, for the year ended December 31, 2025 , we recognized a gain on extinguishment of the 4.125 % Senior Secured Notes due 2030 and 5.125 % Senior Notes due 2027 of $ 5 million and $ 3 million , respectively, and a loss on extinguishment of the Term Loan B-2 of $ 6 million.

The New Credit Agreement and the indentures for the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions.

These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures.

The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.

Prior to February 15, 2028, December 1, 2025, and February 15, 2027, we may redeem the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to 100 % of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures.

On or prior to February 15, 2028 and February 15, 2027, we may redeem up to 40 % of the aggregate principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, at a price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings.

Prior to February 15, 2028 and February 15, 2027, we may redeem the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions.

Beginning on December 1, 2025, we may redeem some or all of the 4.375 % Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

In addition, upon the sale of certain of STG’s assets or certain changes of control, we may be required to offer to repurchase some or all of the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Since there was no utilization under the First-Out Revolving Credit Facility as of 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 3.5 x.

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

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 were canceled immediately following their acquisition.

In connection with the foregoing, we recognized a gain on extinguishment of the 5.125 % Senior Notes due 2027 of $ 4 million for the year ended December 31, 2025.

During the year ended December 31, 2024, STG repurchased $ 27 million aggregate principal amount of the Term Loan B-2 for consideration of $ 25 million.

2 unchanged sentences

We recognized a gain on extinguishment of $ 3 million for the year ended December 31, 2023.

During the year ended December 31, 2022, we purchased $ 118 million aggregate principal amount of the 5.125 % Notes in open market transactions for consideration of $ 104 million.

The 5.125 % Notes acquired during the year ended December 31, 2022 were canceled immediately following their acquisition.

We recognized a gain on extinguishment of the 5.125 % Notes of $ 13 million for the year ended December 31, 2022.

During the year ended December 31, 2023, we purchased $ 7 million, $ 15 million, and $ 13 million aggregate principal amount of the 5.125 % Unsecured Notes, the 5.500 % Unsecured Notes, and the 4.125 % Secured Notes, respectively, in open market transactions for consideration of $ 6 million, $ 8 million, and $ 8 million, respectively.

During the year ended December 31, 2023, STG repurchased $ 7 million, $ 15 million, and $ 13 million aggregate principal amount of the 5.125 % Unsecured Notes, the 5.500 % Unsecured Notes, and the 4.125 % Secured Notes, respectively, in open market transactions for consideration of $ 6 million, $ 8 million, and $ 8 million, respectively.

The STG Notes acquired during the year ended December 31, 2023 were canceled immediately following their acquisition.

We recognized a gain on extinguishment of the STG Notes of $ 12 million for the year ended December 31, 2023.

The price at which we may redeem the STG Notes is set forth in the respective indenture of the STG Notes.

Also, if we sell certain of our assets or experience specific kinds of changes of control, the holders of these STG Notes may require us to repurchase some or all of the outstanding STG Notes.

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

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

We provide a guarantee of certain obligations of a regional sports network subject to a maximum annual amount of $ 122 million with annual escalations of 4 % for the next four years .

As of December 31, 2024, we have determined that it is not probable that we would have to perform under any of these guarantees.

Additionally, we believe that as of January 1, 2025, we have no further obligations related to this guarantee, however the counterparty associated with the related agreement may not agree with our conclusion.

We provide a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $ 331 million for the years 2026 through 2029.

We accrued $ 15 million related to this obligation for the year ended December 31, 2025, included in (gain) loss on asset dispositions and other, net in our consolidated statements of operations.

As of December 31, 2025, $ 4 million of this obligation is reflected in accounts payable and accrued liabilities in our consolidated balance sheets.

Commitments and Contingencies for further discussion.

Accounts Receivable Securitization Facility

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

Amounts outstanding under the A/R Facility bear interest at SOFR plus 1.25 %.

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.

Interest expense related to the A/R Facility was $ 3 million for the year ended December 31, 2025.

Interest Rate Swap

During the year ended December 31, 2023, we entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates.

During the year ended December 31, 2023, we entered into an interest rate swap effective February 7, 2023 which terminates on February 28, 2026 in order to manage a portion of our exposure to variable interest rates.

The swap agreement has a notional amount of $ 600 million, bears a fixed interest rate of 3.9 %, and we receive a floating rate of interest based on SOFR.

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

As of both December 31, 2024 and 2023, the fair value of the interest rate swap was an asset of $ 1 million, which is recorded in other assets in our consolidated balance sheets.

As of December 31, 2025, the fair value of the interest rate swap was a liability of $ 0.2 million, which is recorded in other current liabilities in our consolidated balance sheets.

As of December 31, 2024, the fair value of the interest rate swap was an asset of $ 1 million, which is recorded in other assets in our consolidated balance sheets.

SINCLAIR, INC.

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Total lease expense $ 46 $ 44 $ 44

(a) Includes variable lease expense of $ 6 million for each of the years ended December 31, 2024 and 2023 and $ 7 million for the year ended December 31, 2022.

(a) Includes variable lease expense of $ 7 million for the year ended December 31, 2025 and $ 6 million for each of the years ended December 31, 2024 and 2023.

SINCLAIR, INC.

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2026 $ 32 $ 10 $ 42

2026 29 11 40

2031 and thereafter 42 5 47

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In addition, we have entered into non-cancelable commitments for future television program rights aggregating to $ 6 million as of December 31, 2025.

REDEEMABLE NONCONTROLLING INTERESTS:

We account for redeemable noncontrolling interests in accordance with ASC 480, Distinguishing Liabilities from Equity , and classify them as mezzanine equity in our consolidated balance sheets because their possible redemption is outside of the control of the Company.

Our redeemable non-controlling interests previously consisted of the following:

Redeemable Subsidiary Preferred Equity

On August 23, 2019, Diamond Sports Holdings, LLC (“DSH”), an indirect parent of DSG and indirect wholly-owned subsidiary of the Company, issued preferred equity (the “Redeemable Subsidiary Preferred Equity”).

On February 10, 2023, we purchased the remaining 175,000 units of the Redeemable Subsidiary Preferred Equity for an aggregate purchase price of $ 190 million representing 95 % of the sum of the remaining unreturned capital contribution of $ 175 million, and accrued and unpaid dividends up to, but not including, the date of purchase.

Dividends accrued for the years ended December 31, 2023 and 2022 were $ 3 million and $ 13 million, respectively, and are reflected in net loss (income) attributable to redeemable noncontrolling interests in our consolidated statements of operations.

Dividends accrued during 2023 and 2022 were paid in kind and added to the liquidation preference.

COMMON STOCK:

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Holders of Class B Common Stock may at any time convert their shares into the same number of shares of Class A Common Stock.

During 2025, 19,820 Class B Common Stock shares were converted into Class A Common Stock shares.

During 2024 and 2023, no Class B Common Stock shares were converted into Class A Common Stock shares.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Bank Credit Agreement and some of our subordinate debt instruments have restrictions on our ability to pay dividends on our common stock unless certain specific conditions are satisfied, including, but not limited to:

The New Credit Agreement and Amended Credit Agreement and some of our subordinate debt instruments have restrictions on our ability to pay dividends on our common stock unless certain specific conditions are satisfied, including, but not limited to:

• no event of default then exists under each indenture or certain other specified agreements relating to our debt;

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As of December 31, 2025, the total remaining repurchase authorization was $ 547 million.

All shares are repurchased under a Rule 10b5-1 plan.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES:

The provision (benefit) for income taxes consisted of the following for the years ended December 31, 2024, 2023, and 2022 (in millions):

The (benefit) provision for income taxes consisted of the following for the years ended December 31, 2025, 2024, and 2023 (in millions):

2025 2024 2023

Current (benefit) provision for income taxes:

Current provision (benefit) for income taxes:

Federal $ 48 $ ( 10 ) $ 5

State 19 4 ( 5 )

Deferred provision (benefit) for income taxes:

Deferred (benefit) provision for income taxes:

Federal ( 84 ) 86 ( 342 )

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( 121 ) 82 ( 358 )

Provision (benefit) for income taxes $ 76 $ ( 358 ) $ 913

(Benefit) provision for income taxes $ ( 54 ) $ 76 $ ( 358 )

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before taxes for the year ended December 31, 2025, after the prospective adoption of ASU 2023-09, is as follows (in millions, except percentages):

Tax Expense/(Benefit) Estimated Tax Rate

federal statutory tax rate $ ( 32 ) 21.0 %

State income taxes, net of federal tax benefit (a) (b) ( 22 ) 14.5 %

Tax credits (federal R&D credit) ( 4 ) 2.7 %

Nontaxable or nondeductible items:

Executive compensation 6 ( 3.7 ) %

Other — ( 0.3 ) %

Changes in unrecognized tax benefits 2 ( 1.2 ) %

Other adjustments:

Pending tax refunds interest income ( 6 ) 3.8 %

Effect of consolidated VIEs 3 ( 1.8 ) %

Other ( 1 ) 0.6 %

Effective income tax rate $ ( 54 ) 35.6 %

(a) The 2025 state jurisdiction that contributes to the majority (greater than 50%) of the tax effect in this category is Maryland.

(b) Includes a $ 23 million decrease in valuation allowance primarily as a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following is a reconciliation of federal income taxes at the applicable statutory rate to the recorded provision:

2024 2023 2022

Federal statutory rate 21.0 % 21.0 % 21.0 %

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before taxes for years ended December 31, 2024 and 2023, prior to the prospective adoption of ASU 2023-09, is as follows:

federal statutory tax rate 21.0 % 21.0 %

State income taxes, net of federal tax benefit (a) 5.1 % 4.6 %

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Our 2023 income tax provision includes a $ 212 million decrease related to the release of valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j).

Our 2022 income tax provision includes a net $ 56 million addition related to an increase in valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j) and primarily offset by a decrease in valuation allowance on certain state deferred tax assets resulting from the Deconsolidation.

(c) Our 2024 income tax provision includes a $ 14 million accrual of interest income attributable to prior years’ pending income tax refund claims, including an immaterial $ 7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

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State 119 149

IRC Section 163(j) interest expense carryforward 139 93

Tax Credits 91 87

Investment in Bally's securities 54 62

IRC Section 163(j) interest expense carryforward 38 139

Operating lease liabilities 32 38

Capitalized research and development expenses 10 52

Tax Credits 1 91

Valuation allowance for deferred tax assets ( 74 ) ( 101 )

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Property & equipment, net ( 86 ) ( 93 )

Investment in DSIH ( 405 ) ( 250 )

Operating lease assets ( 26 ) ( 32 )

Investment in Diamond — ( 405 )

Other ( 6 ) ( 3 )

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Except for those without an expiration date, these losses will expire during various years from 2026 to 2045, and some of them are subject to annual limitations under the IRC Section 382 and similar state provisions.

As discussed in Income Taxes within Note 1.

As discussed in Income Taxes under Note 1.

Nature of Operations and Summary of Significant Accounting Policies , we establish a valuation allowance in accordance with the guidance related to accounting for income taxes.

As of December 31, 2024, a valuation allowance has been provided for deferred tax assets related to certain temporary basis differences and a substantial portion 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, current and cumulative losses, 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 based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies, current and cumulative losses, and projected future taxable income.

Although realization is not assured for the remaining deferred tax assets, we believe it is more likely than not that they will be realized in the future.

During the year ended December 31, 2025, we decreased our valuation allowance by $ 27 million to $ 74 million.

The decrease was primarily a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions, and a remeasurement of state net deferred tax assets due to state apportionment updates.

The decrease is primarily a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions.

During the year ended December 31, 2024, we decreased our valuation allowance by $ 19 million to $ 101 million.

The decrease was primarily due to the release of valuation allowance related to interest expense carryforwards under the IRC Section 163(j) offset by a change in judgment in the realizability of certain state deferred tax assets.

Due to DSG’s emergence from bankruptcy in early 2025, we expect to record a gain upon disposition for tax purposes.

This will result in a material tax payment and movement to certain deferred tax assets and liabilities, primarily those related to investment in DSIH, net operating losses, and tax credits.

The following table summarizes the activity related to our accrued unrecognized tax benefits (in millions):

The decrease is primarily a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions and a remeasurement of state net deferred tax assets due to state apportionment updates.

The following table summarizes the activity related to our accrued unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023 (in millions):

2025 2024 2023

Balance at January 1, $ 15 $ 14 $ 17

Additions related to prior year tax positions — — 2

Additions related to current year tax positions — 1 1

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In addition, we do not believe that our liability for unrecognized tax benefits would be materially impacted, in the next twelve months, as a result of expected statute of limitations expirations and resolution of examination issues and settlements with tax authorities.

The net cash income taxes paid by the Company for the year ended December 31, 2025 were as follows (in millions):

State & local:

Income taxes, net of amounts refunded $ 45

The net cash income taxes paid by the Company during the years ended December 31, 2024 and 2023 were $ 3 million and $ 4 million, respectively.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES:

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The Company submitted the $ 48 million payment on August 19, 2020.

As part of the consent decree, the Company also agreed to implement a four year compliance plan (which compliance plan terminated on May 29, 2024).

Two petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree.

As part of the consent decree, the Company also agreed to implement a four-year compliance plan, which terminated on May 29, 2024.

Two petitions were filed on June 8, 2020 seeking reconsideration of the consent decree.

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

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

On January 29, 2024, the Company filed (1) an opposition to the motion for substitution and (2) a motion to dismiss the petition to deny the renewal applications.

An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024, and the matter remains pending.

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

On June 27, 2025, the FCC (i) denied the motion for substitution;

(ii) dismissed the petition to deny;

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

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

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

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

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

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

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

On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations.

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A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021.

On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, which reaffirmed the forfeiture order, and dismissed (and in the alternative, denied) the Petition for Reconsideration, and stated that because the fines were not paid within the period stated in the July 2021 forfeiture order the FCC may refer the case to the U.S.

On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, which reaffirmed the forfeiture order, dismissed (and in the alternative, denied) the Petition for Reconsideration, and stated that because the fines were not paid within the period stated in the July 2021 forfeiture order the FCC may refer the case to the U.S.

Department of Justice (“DOJ”) for enforcement of the forfeiture pursuant to Section 504 of the Communications Act.

Our understanding is that enforcement remains pending.

Our understanding is that this matter remains pending.

The Company is not a party to this forfeiture order.

however, our consolidated financial statements include an accrual of additional expenses of $ 8 million for the above legal matters during the year ended December 31, 2021, as we consolidate these stations as VIEs.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 Company stations and several stations with whom the Company has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018.

The NAL proposed a fine of $ 2.7 million against the Company, and fines ranging from $ 20,000 to $ 26,000 per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $ 3.4 million.

As of December 31, 2024, we have accrued $ 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.

On September 6, 2024, the FCC 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.

On June 27, 2025, the FCC adopted an Order and Consent Decree pursuant to which the Company agreed to make a voluntary contribution of $ 500,000 to resolve, without any admission of liability, the forfeiture order (with respect to Company stations), a closed captioning investigation of Company station WUHF in Rochester, NY, and matters relating to certain of the Company’s pending station renewal applications.

As part of the consent decree, the Company also agreed to implement a two-year compliance plan relating to the FCC’s limits on commercial matter in children’s programming and closed captioning rules, and the FCC agreed to grant the license renewal applications of all Company stations involved in the matters resolved by the consent decree.

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

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

Other Matters.

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On December 8, 2023, the Court granted final approval of the settlements the plaintiffs had reached with four of the original defendants (CBS, Fox, Cox Media, and ShareBuilders), who agreed to pay a total of $ 48 million to settle the plaintiffs’ claims against them.

The plaintiffs are continuing to pursue their claims against the Company and the other non-settling defendants.

Under the current schedule set by the Court, fact discovery is scheduled to close 90 days after a Special Master completes his review of the plaintiffs’ objections to the defendants’ privilege claims.

The plaintiffs have paused their depositions of fact witnesses pending completion of the privilege review.

The privilege review is ongoing and the Special Master has not indicated when he expects it to be completed;

however, the Court, at a status conference in December 2024, urged the parties to restart depositions in April 2025 even if the privilege review is not complete by then.

The plaintiffs are continuing to pursue their claims against the Company and the other non-settling defendants, and fact discovery closes on June 1, 2026.

On December 6, 2024, the plaintiffs filed a motion seeking sanctions against the Company in connection with the loss of certain cell phone data.

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

The Court scheduled the next status conference for March 18, 2025.

The Company and the other non-settling defendants continue to believe the lawsuits are without merit and intend to vigorously defend themselves against all such claims.

On November 18, 2025, the Court issued a Memorandum Opinion and Order on the plaintiffs’ motion seeking sanctions, declining as premature the plaintiffs’ request to present evidence of Sinclair’s spoliation at summary judgment and trial, and imposing monetary sanctions on Sinclair for the costs of the plaintiffs’ investigation between April 30, 2024 and the filing of the motion seeking sanctions.

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

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

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

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

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

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

Special Master Wayne R.

Andersen has addressed the plaintiffs’ remaining challenges to certain of Sinclair’s and other non-settling defendants’ privilege log entries.

On September 29, 2025, Special Master Andersen issued Report and Recommendation No.

3 (“Andersen R&R No.

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

6 (“Andersen R&R No.

on November 17, 2025, Special Master Andersen issued Report and Recommendation No.

8 (“Andersen R&R No.

and on November 18, 2025, Special Master Andersen issued Report and Recommendation No.

9 (“Andersen R&R No.

In each report and recommendation, Special Master Andersen recommended granting in part and denying in part the plaintiffs’ challenges.

No party appealed Andersen R&R No.

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

The plaintiffs objected to Andersen R&R No.

6, Andersen R&R No.

8, and Andersen R&R No.

On January 22, 2026, the Court issued an order rejecting the objections and adopting Andersen R&R No.

6, Andersen R&R No.

8, and Andersen R&R No.

Andersen R&R No.

6 compelled the production of 252 documents, Andersen R&R No.

8 compelled the production of 79 documents, and Andersen R&R No.

9 compelled the production of 10 documents.

On December 16, 2025, Special Master Andersen issued Report and Recommendation No.

13 (“Andersen R&R No.

13”), also addressing the plaintiffs’ challenges to certain of Sinclair’s privilege log entries.

The plaintiffs filed objections to Andersen R&R No.

13 on January 16, 2026, and Sinclair filed a response on January 30, 2026.

The Court’s review of the plaintiffs’ challenges to Sinclair’s privilege claims will be completed upon its ruling on the plaintiffs’ objects to Andersen R&R No.

On January 23, 2026, the Court informed the parties that it will issue a new scheduling order, setting a trial date in November 2027.

The parties are awaiting the issuance of the order.

The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.

On July 19, 2023, as part of the bankruptcy proceedings of DSG, at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.

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The complaint alleged, among other things, that the management services agreement (the “MSA”) entered into by STG and DSG was not fair to DSG and was designed to benefit STG and SBG;

that the Bally’s transaction in November 2020 through which Bally’s acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG;

that the Bally’s Corporation (“Bally’s”) transaction in November 2020 through which Bally’s acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG;

and that certain distributions made by DSG that were used to pay down preferred equity of DSH, were inappropriate and were conducted at a time when DSG was insolvent.

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The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA.

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

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As described under Note 6.

Notes Payable and Commercial Bank Financing we have provided a guarantee that requires us to provide funding to the Marquee Sports Network (“Marquee”) under certain circumstances.

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

On July 19, 2024, Marquee sent us a funding notice seeking $ 29 million under the Marquee guarantee by August 1, 2024 purportedly to make payments under certain agreements to affiliates of the Chicago Cubs, an affiliate of which is also a co-owner of Marquee.

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On August 2, 2024, Marquee sent us another letter claiming that our failure to timely pay the amounts subject to Marquee’s funding notice constitutes a breach of the Marquee guarantee and requesting payment of such amounts no later than August 17, 2024 at which time Marquee has stated it will pursue any and all available remedies pursuant to the Marquee guarantee.

As of January 1, 2025, we believe we have no further obligations related to the guarantee, however, Marquee may not agree with our conclusion.

This dispute may result in litigation, and based on our expectation of Marquee’s claims, we believe we have meritorious defenses and intend to vigorously defend against such claims.

As of January 1, 2025, we determined we had no further obligations under the guarantee agreement.

Marquee disputed this position, and on June 9, 2025, we entered into a binding term sheet to settle the matter.

As part of the settlement, the parties agreed that the guarantee would be in effect through 2029;

however, the maximum obligation under the guarantee agreement was reduced.

As a result of the execution of this binding term sheet, we have concluded that our obligation to pay under a portion of the guarantee is probable and the loss related thereto could be reasonably estimated, thus recorded an estimated obligation related to this arrangement during the year ended December 31, 2025 (as further discussed in Note 6.

Notes Payable and Commercial Bank Financing ).

Because loss contingencies are inherently unpredictable and unfavorable developments can occur, the assessment requires judgment about future events.

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

Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap

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

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.

On November 20, 2017, the FCC released an Ownership Order on Reconsideration that eliminated or revised several media ownership rules.

Among other things, the Order on Reconsideration (1) retained the “Top-Four Prohibition” (which generally restricts common ownership of two top-four rated stations in a market) but introduced a process by which entities could seek a waiver of the Top-Four Prohibition on a case-by-case basis;

(2) eliminated the “Eight-Voices Test” that previously allowed common ownership of two stations in a single market only if eight or more independently-owned television stations would remain in the market (allowing common ownership of up to two stations in a market as long as such ownership does not violate the Top-Four Prohibition), and (3) eliminated the JSA attribution rule.

The Ownership Order on Reconsideration was vacated and remanded by the U.S.

Court of Appeals for the Third Circuit in September 2019, but the Supreme Court ultimately reversed the Third Circuit’s decision on April 1, 2021 and the Ownership Order on Reconsideration became effective on June 30, 2021.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The UHF discount allows television station owners to discount the coverage of UHF stations when calculating compliance with the FCC’s national ownership cap, which prohibits a single entity from owning television stations that reach, in total, more than 39 % of all the television households in the nation.

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.

All but 21 of the stations we currently own and operate, or to which we provide programming services, are UHF.

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Changes to the national ownership cap could limit our ability to make television station acquisitions.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On December 22, 2023, the FCC completed its 2018 Quadrennial Regulatory Review (the “2018 Ownership Order”).

The 2018 Ownership Order declined to loosen or eliminate any of the existing television ownership rules and expanded the Top-Four Prohibition to multicast streams and LPTV stations, each of which were not previously considered as part of the local television ownership rules.

The expanded rule prohibits a broadcaster with a top-four-rated television station from acquiring the network affiliation of another top-four rated station in the market and airing that second top-four network on a multicast stream or commonly owned LPTV station under certain circumstances.

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

The 2018 Ownership Order declined to loosen or eliminate any of the existing television ownership rules, including the “Top-Four Prohibition” (which generally restricted common ownership of two top-four rated stations in a market), and amended Note 11 to its ownership rules to prohibit a broadcaster with a top-four-rated television station from acquiring the network affiliation of another top-four rated station in the market and airing that second top-four network on a multicast stream or commonly owned LPTV station under certain circumstances (the “Note 11 Expansion”).

The 2018 Ownership Order also revised the methodology for determining whether a station is rated among the top-four stations in the market, retained the SSA disclosure requirement, and declined to attribute SSAs or JSAs.

The 2018 Ownership Order’s expansion of the Top-Four Prohibition to multicast streams and LPTV stations may affect the Company’s ability to acquire programming or to sell or acquire stations due to the need to divest grandfathered affiliations.

Broadcast industry parties filed three separate appeals of the 2018 Ownership Order which were consolidated in March 2024 and remain pending before the U.S.

Broadcast industry parties filed three separate appeals of the 2018 Ownership Order which were consolidated in March 2024 before the U.S.

Court of Appeals for the Eighth Circuit.

We cannot predict the outcome of these appeals.

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

On July 23, 2025, the Eighth Circuit issued a decision vacating the Top-Four Prohibition and the Note 11 Expansion, and such rules ceased to be effective on October 23, 2025.

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

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

This proceeding remains pending.

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The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2025, we exercised certain purchase options and acquired the license assets of the licensee.

The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above which have been included in our consolidated balance sheets as of December 31, 2025 and 2024 were as follows (in millions):

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Total liabilities $ 13 $ 21

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The amounts above represent the combined assets and liabilities of the VIEs described above, for which we are the primary beneficiary.

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

We recorded a loss of $ 65 million, a gain of $ 27 million, and a gain of $ 58 million for the years ended December 31, 2024, 2023, and 2022, respectively, related to these investments.

Prior to DSG’s emergence from bankruptcy on January 2, 2025, we held substantially all the equity of DSIH and provided certain management and general and administrative services to subsidiaries of DSIH.

However, it was determined that we were not the primary beneficiary because we lacked the ability to control the activities that most significantly drove the economics of the business.

As of December 31, 2024, the carrying amount of our investment in DSIH was zero and there was no obligation for us to provide additional financial support.

We were also party to the A/R Facility held by an indirect wholly-owned subsidiary of DSIH which had a maturity date of September 23, 2024.

The A/R Facility was terminated on March 14, 2024.

See Note Receivable within Note 5.

Other Assets .

We recorded a gain of $ 65 million, a loss of $ 65 million, and a gain of $ 27 million for the years ended December 31, 2025, 2024, and 2023, respectively, related to these investments.

SINCLAIR, INC.

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We have entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing.

In relation to these agreements, we recorded revenue of $ 0.3 million for the year ended December 31, 2024.

In relation to these agreements, we recorded revenue of $ 1 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

Atlantic Automotive Corporation .

We sell advertising time to Atlantic Automotive Corporation ("Atlantic Automotive"), a holding company that owns automobile dealerships and an automobile leasing company.

David Smith has a controlling interest in, and is a member of the board of directors of, Atlantic Automotive.

We received payments for advertising totaling $ 0.1 million for the year ended December 31, 2025 and less than $ 0.1 million for each of the years ended December 31, 2024 and 2023.

Cunningham Broadcasting Corporation

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Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and have a purchase option to acquire for $ 0.2 million.

We paid Cunningham, under these agreements, $ 12 million for each of the years ended December 31, 2024 and 2023 and $ 10 million for the year ended December 31, 2022.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between August 2025 and April 2030, and certain stations have renewal provisions for successive eight-year periods.

As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in our consolidated statements of operations.

Our consolidated revenues include $ 155 million, $ 140 million, and $ 159 million for the years ended December 31, 2024, 2023, and 2022, respectively, related to the Cunningham Stations.

We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in June 2025.

We paid Cunningham, under these agreements, $ 12 million for each of the years ended December 31, 2025, 2024, and 2023.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between December 2028 and August 2033, and certain stations have renewal provisions for successive eight-year periods.

As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenue of the stations are reported in our consolidated statements of operations.

Our consolidated revenue includes $ 128 million, $ 155 million, and $ 140 million for the years ended December 31, 2025, 2024, and 2023, respectively, related to the Cunningham Stations.

We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA, with which Cunningham has an LMA, that is operating on a month-to-month term until either party provides notice of termination.

Under the agreement, Cunningham paid us an initial fee of $ 1 million and pays us $ 0.3 million annually for master control services plus the cost to maintain and repair the equipment.

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and Greenville, North Carolina markets.

In exchange for carriage of these networks in their markets, we paid $ 2 million for each of the years ended December 31, 2024 and 2023 and $ 1 million for the year ended December 31, 2022 under these agreements.

In exchange for carriage of these networks in their markets, we paid $ 1 million for the year ended December 31, 2025 and $ 2 million for each of the years ended December 31, 2024 and 2023, under these agreements.

Leased Property by Real Estate Ventures

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The wife of Robert Weisbord, our Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”).

We received revenue from advertisers represented by WGC of $ 0.3 million for each of the years ended December 31, 2024, 2023, and 2022 and made payments to WGC of $ 0.1 million for the year ended December 31, 2024 and less than $ 0.1 million each of the years ended December 31, 2023 and 2022.

We received revenue from advertisers represented by WGC of $ 0.3 million for each of the years ended December 31, 2025, 2024, and 2023 and made payments to WGC of less than $ 0.1 million, $ 0.1 million, and less than $ 0.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Diamond Sports Intermediate Holdings LLC

Up until DSG’s emergence from bankruptcy on January 2, 2025, we accounted for our equity interest in DSIH as an equity method investment, however we no longer hold an equity interest in DSIH subsequent to DSG’s emergence.

Up until DSG’s emergence from bankruptcy on January 2, 2025, we accounted for our equity interest in Diamond Sports Intermediate Holdings LLC (“DSIH”) as an equity method investment, however we no longer hold an equity interest in DSIH subsequent to DSG’s emergence.

Management Services Agreement.

We had a management services agreement with DSG, a wholly-owned subsidiary of DSIH, in which we provided DSG with affiliate sales and marketing services and general and administrative services.

Pursuant to this agreement, the local media segment recorded $ 60 million, $ 49 million, and $ 60 million of revenue for the years ended December 31, 2024, 2023, and 2022, respectively, of which $ 24 million was eliminated in consolidation prior to the Deconsolidation for the year ended December 31, 2022.

Pursuant to this agreement, the local media segment recorded $ 60 million and $ 49 million of revenue for the years ended December 31, 2024 and 2023, respectively.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Distributions .

DSIH made distributions to DSH for tax payments on the dividends of the Redeemable Subsidiary Preferred Equity of $ 7 million for the year ended December 31, 2022.

Note receivable .

For the year ended December 31, 2023, we received payments totaling $ 203 million related to the note receivable associated with the A/R facility, including $ 199 million from DSPV on May 10, 2023, representing the aggregate outstanding principal amount of the loans under the A/R Facility, accrued interest, and outstanding fees and expenses.

For the year ended December 31, 2022, we received payments totaling $ 60 million from DSPV and funded an additional $ 40 million related to the note receivable associated with the A/R Facility.

We recorded revenue of $ 14 million, $ 19 million, and $ 15 million for the years ended December 31, 2024, 2023, and 2022, respectively, within other related to certain other transactions between DSIH and the Company.

Other Equity Method Investees

In August 2019, YES Network, which was accounted for as an equity method investment prior to the Deconsolidation, entered into a management services agreement with the Company, in which the Company provides certain services for an initial term that expires on August 29, 2025.

The agreement will automatically renew for two 2-year renewal terms, with a final expiration on August 29, 2029.

Pursuant to the terms of the agreement, the YES Network paid us a management services fee of $ 1 million for the year ended December 31, 2022.

DSIH had a minority interest in certain mobile production businesses.

Prior to the Deconsolidation, we accounted for these as equity method investments.

DSIH made payments to these businesses for production services totaling $ 5 million for the year ended December 31, 2022.

Sports Programming Rights

Affiliates of professional teams had non-controlling equity interests in certain of the RSNs.

DSIH paid $ 61 million for the year ended December 31, 2022 under sports programming rights agreements covering the broadcast of regular season games associated with these professional teams.

Prior to the Deconsolidation, these payments were recorded in our consolidated statements of operations and cash flows.

We were party to an accounts receivable securitization facility held by Diamond Sports Finance SPV, LLC (“DSPV”), an indirect wholly-owned subsidiary of DSIH.

The facility was terminated on March 14, 2024.

For the year ended December 31, 2023, we received payments totaling $ 203 million related to the note receivable associated with the facility, including $ 199 million from DSPV on May 10, 2023, representing the aggregate outstanding principal amount of the loans under the facility, accrued interest, and outstanding fees and expenses.

We recorded revenue of $ 14 million and $ 19 million for the years ended December 31, 2024 and 2023, respectively, within other related to certain other transactions between DSIH and the Company.

Jason Smith, Executive Vice Chairman of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Board.

Jason Smith received total compensation of $ 1 million, consisting of salary and bonus, for each of the years ended December 31, 2024, 2023, and 2022 and was granted 37,566 shares of restricted stock, vesting over two years , and 500,000 stock appreciation rights, vesting over two years , for the year ended December 31, 2024.

Jason Smith received total compensation of $ 1 million, consisting of salary and bonus, for each of the years ended December 31, 2025, 2024, and 2023 and was granted 159,607 and 37,566 shares of restricted stock, vesting over two years , for the year ended December 31, 2025 and 2024, respectively, and 500,000 stock appreciation rights, vesting over two years , for the year ended December 31, 2024.

Ethan White, an employee of the Company, is the son-in-law of J.

Duncan Smith, who is a Vice President of the Company and Secretary of the Board.

Ethan White received total compensation of $ 0.2 million for each of the years ended December 31, 2024 and 2023 and $ 0.1 million for the year ended December 31, 2022, consisting of salary and bonus, and was granted 1,503 shares of restricted stock, vesting over two years , and 1,252 shares of restricted stock, vesting over two years , for the years ended December 31, 2024 and 2023, respectively.

Ethan White received total compensation of $ 0.2 million for each of the years ended December 31, 2025, 2024, and 2023, consisting of salary and bonus, and was granted 3,244 , 1,503 , and 1,252 shares of restricted stock, vesting over two years , for the years ended December 31, 2025, 2024, and 2023, respectively.

Ryan McCoy, an employee of the Company, is the son-in-law of J.

Duncan Smith.

Ryan McCoy received total compensation of $ 0.1 million for each of the years ended December 31, 2025, 2024, and 2023, consisting of salary.

Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of the Company.

Amberly Thompson received total compensation of $ 0.2 million for each of the years ended December 31, 2024 and 2023 and $ 0.1 million for the year ended December 31, 2022, consisting of salary and bonus.

Amberly Thompson received total compensation of $ 0.2 million for each of the years ended December 31, 2025, 2024, and 2023, consisting of salary and bonus, and was granted 285 shares of restricted stock, vesting over two years , for the year ended December 31, 2025.

Frederick Smith is the brother of David Smith, Executive Chairman of the Company and Chairman of the Board;

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Net (loss) income $ ( 99 ) $ 319 $ ( 279 )

Net loss (income) attributable to the redeemable noncontrolling interests — 4 ( 20 )

Net loss attributable to the redeemable noncontrolling interests — — 4

Net income attributable to the noncontrolling interests ( 13 ) ( 9 ) ( 16 )

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Our tennis segment provides viewers coverage of many of tennis’ top tournaments and original professional sport and tennis lifestyle shows.

Prior to the Deconsolidation on March 1, 2022, we had one additional reportable segment:

local sports.

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

Other and corporate are not reportable segments but are included for reconciliation purposes.

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Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location.

As a result of the Reorganization, the local media segment assets are owned and operated by SBG, the assets of the tennis segment are owned and operated by Ventures, and the other Transferred Assets, which are included in other and corporate, are owned and operated by Ventures.

The local media segment assets are owned and operated by SBG, the assets of the tennis segment are owned and operated by Ventures, and the assets in other and corporate are owned and operated by Ventures.

All of our businesses and operations are located within the United States.

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Assets 4,591 253 1,043 ( 2 ) 5,885

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2025 Local media Tennis Other & Corporate Eliminations Consolidated

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Corporate general and administrative expenses 118 2 65 — 185

Gain on asset dispositions and other, net of impairment ( 18 ) — ( 2 ) — ( 20 )

(Gain) loss on asset dispositions and other, net ( 24 ) — 5 — ( 19 )

Other segment items (a) 8 — 43 ( 3 ) 48

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Other income (expense), net 8 — ( 6 ) — 2

Income before income taxes $ 395

Loss before income taxes $ ( 153 )

Capital expenditures $ 73 $ 2 $ — $ ( 1 ) $ 74

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2024 Local media Tennis Other & Corporate Eliminations Consolidated

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Corporate general and administrative expenses 117 2 66 — 185

Loss on deconsolidation of subsidiary — — 10 — 10

(Gain) loss on asset dispositions and other, net of impairment ( 14 ) — 17 — 3

Gain on asset dispositions and other, net ( 18 ) — ( 2 ) — ( 20 )

Other segment items (a) 8 — 48 ( 3 ) 53

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Other income (expense), net 40 — ( 11 ) — 29

Loss before income taxes $ ( 637 )

Income before income taxes $ 395

Capital expenditures $ 80 $ 1 $ 5 $ ( 2 ) $ 84

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2022 Local media Tennis Local sports (c) Other & Corporate Eliminations Consolidated

For the year ended December 31, 2023 Local media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 2,866 $ 228 $ 62 $ ( 22 ) (b) $ 3,134

Media programming and production expenses 1,450 97 376 (d) 30 ( 11 ) 1,942

Media programming and production expenses 1,488 115 13 ( 5 ) 1,611

Media selling, general and administrative expenses 694 41 22 ( 10 ) 747

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Corporate general and administrative expenses 134 1 559 — 694

Gain on deconsolidation of subsidiary — — — ( 3,357 ) (e) — ( 3,357 )

Gain on asset dispositions and other, net of impairment ( 17 ) — — ( 47 ) — ( 64 )

Loss on deconsolidation of subsidiary — — 10 — 10

(Gain) loss on asset dispositions and other, net ( 14 ) — 17 — 3

Other segment items (a) 14 — 39 ( 4 ) 49

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Interest expense including amortization of debt discount and deferred financing costs $ 305 $ — $ — $ — $ 305

Income from equity method investments — — 10 46 — 56

(Loss) income from equity method investments — ( 2 ) 31 — 29

Gain on extinguishment of debt 15 — — — 15

Other income (expense), net 33 — ( 78 ) — ( 45 )

Income before income taxes $ 3,614

Loss before income taxes $ ( 637 )

Capital expenditures $ 86 $ 1 $ 5 $ — $ 92

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

(d) Includes amortization of sports programming rights of $ 326 million for the year ended December 31, 2022.

(e) Represents the gain recognized as a result of the Deconsolidation.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS:

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Money market funds N/A $ 678 N/A $ 601

Deferred compensation assets N/A $ 47 N/A $ 45

Deferred compensation liabilities N/A $ 46 N/A $ 44

Investments in equity securities (a) N/A $ 181 N/A $ 141

Interest rate swap (b) N/A $ — N/A $ 1

5.500 % Senior Notes due 2030

Deferred compensation assets N/A $ 52 N/A $ 47

Deferred compensation liabilities N/A $ 48 N/A $ 46

9.750 % Second Lien Senior Secured Notes due 2033 (d)

$ 432 $ 474 $ — $ —

8.125 % First-Out First Lien Secured Notes due 2033 (d)

$ 1,430 $ 1,496 $ — $ —

5.500 % Senior Notes due 2030

$ 485 $ 440 $ 485 $ 328

4.125 % Senior Secured Notes due 2030

5.125 % Senior Notes due 2027 (d)

$ — $ — $ 274 $ 249

Term Loan B-2, due September 30, 2026 $ 1,175 $ 1,160 $ 1,215 $ 1,124

Term Loan B-3, due April 1, 2028 $ 714 $ 575 $ 722 $ 595

Term Loan B-4, due April 21, 2029 $ 731 $ 589 $ 739 $ 602

4.375 % Second-Out First Lien Secured Notes due 2032 (d)

$ 238 $ 189 $ — $ —

4.125 % Senior Secured Notes due 2030 (d)

$ — $ — $ 737 $ 546

4.125 % Unsecured Notes due 2030 (d)

$ 4 $ 3 $ — $ —

Term Loan B-2, due September 30, 2026 (d) $ — $ — $ 1,175 $ 1,160

Term Loan B-3, due April 1, 2028 (d) $ 3 $ 2 $ 714 $ 575

Term Loan B-4, due April 21, 2029 (d) $ — $ — $ 731 $ 589

Term Loan B-6, due December 31, 2029 (d) $ 706 $ 642 $ — $ —

Term Loan B-7, due December 31, 2030 (d) $ 726 $ 653 $ — $ —

A/R Facility (e) $ 375 $ 375 $ — $ —

Debt of variable interest entities (c) $ 6 $ 6 $ 7 $ 7

Debt of non-media subsidiaries (c) $ — $ — $ 15 $ 15

Investments in equity securities (d) N/A $ 68 N/A $ 46

Investments in equity securities (f) N/A $ 2 N/A $ 68

N/A - Not applicable

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The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.

(b) The fair value of the interest rate swap was an asset as of both December 31, 2024 and December 31, 2023.

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

See Hedge Accounting within Note 1.

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(c) Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing costs, which are excluded in the above table, of $ 55 million and $ 36 million as of December 31, 2025 and 2024, respectively.

(d) Amounts primarily relate to warrants and options to acquire common equity in Bally’s.

For the years ended December 31, 2024, 2023, and 2022, we recorded a fair value ad justment gain of $ 19 million, loss of $ 29 million, and loss of $ 112 million, respectively, related to these interests.

(d) STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the year ended December 31, 2025.

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 further information, see Note 6.

Notes Payable and Commercial Bank Financing .

(e) On November 6, 2025, STG and one of its subsidiaries entered into a three-year , up to $ 375 million A/R Facility with Wells Fargo Bank, N.A., as administrative agent, which matures on November 6, 2028.

For further information, see Note 6.

Notes Payable and Commercial Bank Financing .

(f) Amounts primarily relate to warrants and options to acquire common equity in Bally’s.

For the years ended December 31, 2025, 2024, and 2023, we recorded a fair value ad justment loss of $ 8 million, gain of $ 19 million, and loss of $ 29 million, respectively, related to these interests.

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

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The most significant inputs include the trading price of the underlying common stock and the exercise price of the options, which range from $ 30 to $ 45 per share.

All outstanding awards to acquire common equity in Bally’s were converted to warrants and transferred to Level 2 during the year ended December 31, 2025.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy (in millions):

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Measurement adjustments ( 8 )

Transfer to Level 2 ( 58 )

Fair Value at December 31, 2025 $ 2

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENTS:

In February 2025, STG substantially completed a series of financing transactions (the “Transactions”), including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth, as follows:

• STG issued $ 1,430 million aggregate principal amount of 8.125 % first-out first lien secured notes due 2033 (the “New First-Out Notes”), which mature on February 15, 2033.

• Approximately $ 711.4 million aggregate principal amount outstanding of Term Loan B-3 was exchanged on a dollar-for-dollar basis into second-out first lien Term Loan B-6 maturing December 31, 2029, issued under a new credit agreement (the “New Credit Agreement”) and bear interest at SOFR plus 3.30 % .

• All of the $ 731.3 million aggregate principal amount outstanding of Term Loan B-4 was exchanged into second-out first lien Term Loan B-7 maturing December 31, 2030, issued under the New Credit Agreement and bear interest at SOFR plus 4.10 % .

• $ 575 million of commitments under the existing revolving credit facility were exchanged into new first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus 2.00 % .

• We expect $ 432 million of the existing 4.125 % Senior Secured Notes due 2030 will be exchanged into new 9.750 % senior secured second lien notes due 2033 (the “New Second Lien Notes”), which mature on February 15, 2033.

• Approximately $ 242 million of the existing 4.125 % Senior Secured Notes due 2030 are expected to be exchanged into new 4.375 % second-out first lien secured notes due 2032 (the “New Second-Out Notes”), which mature on December 31, 2032, pursuant to an exchange offer and consent solicitation which expires March 7, 2025, assuming all eligible holders tender thereunder.

Any existing 4.125 % Senior Secured Notes due 2030 held by eligible holders who do not tender have effectively become unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.

• The full $ 1,175 million outstanding balance of Term Loan B-2 was repaid in full.

• Approximately $ 63.6 million aggregate principal amount of 4.125 % Senior Secured Notes due 2030 were repurchased at 84 % of the principal amount.

• Approximately $ 104 million aggregate principal amount of 5.125 % Senior Notes due 2027 were repurchased at 97 % of the principal amount.

• The existing Bank Credit Agreement was amended concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default.

As a result, the remaining $ 2.7 million of Term Loan B-3 and the remaining $ 75 million of commitments under the existing revolving credit facility are ranked as third lien obligations.

The New Credit Agreement and the indentures for the New First-Out Notes, New Second-Out Notes, and New Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions.

These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures.

The First-Out Revolving Credit Facility includes a financial maintenance covenant, which requires the first-out first lien leverage ratio not to exceed 3.5 x, measured as of the end of each fiscal quarter, which is only applicable if more than 35 % 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.

We are currently in the process of evaluating the impact to our financial statements related to the Transactions.

SINCLAIR BROADCAST GROUP, LLC

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Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statement of Member’s Deficit for the Year Ended December 31, 2024, Consolidated Statement of Member’s Equity (Deficit) and Redeemable Noncontrolling Interests for the Year Ended December 31, 2023, and Consolidated Statement of (Deficit) Equity and Redeemable Noncontrolling Interests for the Year Ended December 31, 2022

Consolidated Statements of Comprehensive (Loss ) Income for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 , and 202 3

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Report of Independent Registered Public Accounting Firm

To the Board of Managers and Member of Sinclair Broadcast Group, LLC

To the Board of Managers of Sinclair Broadcast Group, LLC and to the Board of Directors of Sinclair, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Sinclair Broadcast Group, LLC and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, of comprehensive income (loss), and of cash flows for each of the three years in the period ended December 31, 2024, of member’s deficit for the year ended December 31, 2024, of member’s equity (deficit) and redeemable noncontrolling interests for the year ended December 31, 2023, and of (deficit) equity and redeemable noncontrolling interests for the year ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Sinclair Broadcast Group, LLC and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, the consolidated statements of operations, of comprehensive (loss) income, and of cash flows for each of the three years in the period ended December 31, 2025, of member’s deficit for each of the years ended December 31, 2025, and 2024, and of equity (deficit) and redeemable noncontrolling interests for the year ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

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These procedures also included, among others, evaluating revenue recognition for a sample of advertising transactions by obtaining taped recordings denoting the as-aired advertisements and comparing those ads to the insertion orders and invoices generated and cash received against revenue transactions recorded in the consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

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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

OPERATING EXPENSES:

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Media selling, general and administrative expenses 666 742 719

Amortization of program costs 74 80 90

Amortization of program contract costs 74 74 80

Non-media expenses 8 8 24

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Amortization of definite-lived intangible and other assets 123 129 148

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

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

Total operating expenses (gains) 2,696 3,280 ( 52 )

Loss on deconsolidation of subsidiary — — 10

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

Total operating expenses 2,611 2,696 3,280

Operating income (loss) 163 558 ( 302 )

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Total other expense, net ( 381 ) ( 263 ) ( 302 )

Income (loss) before income taxes 295 ( 604 ) 3,614

INCOME TAX (PROVISION) BENEFIT ( 60 ) 359 ( 913 )

NET INCOME (LOSS) 235 ( 245 ) 2,701

Net loss (income) attributable to redeemable noncontrolling interests — 4 ( 20 )

Net (income) loss attributable to the noncontrolling interests ( 6 ) ( 16 ) ( 29 )

NET INCOME (LOSS) ATTRIBUTABLE TO SBG $ 229 $ ( 257 ) $ 2,652

(Loss) income before income taxes ( 218 ) 295 ( 604 )

INCOME TAX BENEFIT (PROVISION) 63 ( 60 ) 359

NET (LOSS) INCOME ( 155 ) 235 ( 245 )

Net loss attributable to the redeemable noncontrolling interests — — 4

Net income attributable to the noncontrolling interests ( 6 ) ( 6 ) ( 16 )

NET (LOSS) INCOME ATTRIBUTABLE TO SBG $ ( 161 ) $ 229 $ ( 257 )

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

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023

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2025 2024 2023

Net income (loss) $ 235 $ ( 245 ) $ 2,701

Unrealized gain on interest rate swap, net of taxes 1 — —

Adjustments to post-retirement obligations, net of taxes — — 3

Share of other comprehensive gain of equity method investments — — 3

Comprehensive income (loss) 236 ( 245 ) 2,707

Comprehensive loss (income) attributable to redeemable noncontrolling interests — 4 ( 20 )

Comprehensive income attributable to noncontrolling interests ( 6 ) ( 16 ) ( 29 )

Comprehensive income (loss) attributable to SBG $ 230 $ ( 257 ) $ 2,658

Net (loss) income $ ( 155 ) $ 235 $ ( 245 )

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

Adjustments to pension obligations, net of taxes ( 1 ) — —

Comprehensive (loss) income ( 157 ) 236 ( 245 )

Comprehensive loss attributable to the redeemable noncontrolling interests — — 4

Comprehensive income attributable to the noncontrolling interests ( 6 ) ( 6 ) ( 16 )

Comprehensive (loss) income attributable to SBG $ ( 163 ) $ 230 $ ( 257 )

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

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENT OF (DEFICIT) EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2023

(In millions, except share data)

Old Sinclair Shareholders

Noncontrolling

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Common Stock Class B

Common Stock Additional

Capital (Accumulated Deficit) Retained Earnings Accumulated

Comprehensive

(Loss) Income Noncontrolling

Interests Total

(Deficit) Equity

Shares Values Shares Values

BALANCE, December 31, 2021 $ 197 49,314,303 $ 1 23,775,056 $ — $ 691 $ ( 2,460 ) $ ( 2 ) $ 64 $ ( 1,706 )

Dividends declared and paid on Old Sinclair Class A and Class B Common Stock ($ 1.00 per share)

— — — — — — ( 70 ) — — ( 70 )

Repurchases of Old Sinclair Class A Common Stock — ( 4,850,398 ) — — — ( 120 ) — — — ( 120 )

Old Sinclair Class A Common Stock issued pursuant to employee benefit plans — 1,383,974 — — — 53 — — — 53

Distributions to noncontrolling interests, net ( 7 ) — — — — — — — ( 12 ) ( 12 )

Other comprehensive income — — — — — — — 6 — 6

Deconsolidation of subsidiary ( 16 ) — — — — — — ( 3 ) ( 148 ) ( 151 )

Net income 20 — — — — — 2,652 — 29 2,681

BALANCE, December 31, 2022 $ 194 45,847,879 $ 1 23,775,056 $ — $ 624 $ 122 $ 1 $ ( 67 ) $ 681

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

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2023

(In millions, except share data)

Noncontrolling

Interests Old Class A

Common Stock Old Class B

Common Stock Old Additional

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Comprehensive

Income Noncontrolling

Noncontrolling

Interests Total Equity (Deficit)

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Repurchase of redeemable subsidiary preferred equity ( 190 ) — — — — — — — — —

Distributions to noncontrolling interests, net — — — — — — — — ( 12 ) ( 12 )

Distributions to noncontrolling interests — — — — — — — — ( 12 ) ( 12 )

Net (loss) income ( 4 ) — — — — — ( 257 ) — 16 ( 241 )

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FOR THE YEAR ENDED DECEMBER 31, 2024

(In millions)

(In millions, except share data)

Accumulated Deficit Accumulated

Comprehensive

Income Noncontrolling

Noncontrolling

Interests Total Deficit

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENT OF MEMBER’S DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2025

(In millions)

Accumulated Deficit Accumulated

Comprehensive

Noncontrolling

Interests Total Deficit

BALANCE, December 31, 2024 $ ( 560 ) $ 2 $ ( 68 ) $ ( 626 )

Distributions to member, net ( 27 ) — — ( 27 )

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

Distributions to noncontrolling interests — — ( 10 ) ( 10 )

Other comprehensive loss — ( 2 ) — ( 2 )

Net (loss) income ( 161 ) — 6 ( 155 )

BALANCE, December 31, 2025 $ ( 749 ) $ — $ ( 74 ) $ ( 823 )

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

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

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CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 235 $ ( 245 ) $ 2,701

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Amortization of sports programming rights — — 326

Net (loss) income $ ( 155 ) $ 235 $ ( 245 )

Adjustments to reconcile net (loss) income to net cash flows from operating activities:

Amortization of definite-lived intangible and other assets 123 129 148

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Equity-based compensation 48 49 45

Deferred tax provision (benefit) 91 ( 359 ) 906

Gain on asset dispositions and other, net of impairment ( 14 ) ( 2 ) ( 11 )

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

Deferred tax (benefit) provision ( 119 ) 91 ( 359 )

Loss (gain) on asset dispositions and other, net 27 ( 14 ) ( 2 )

Loss on deconsolidation of subsidiary — — 10

Income from equity method investments — — ( 31 )

(Income) loss from investments ( 25 ) 77 133

Loss (income) from investments 2 ( 25 ) 77

Distributions from investments — — 29

Sports programming rights payments — — ( 325 )

Rebate payments to distributors — — ( 15 )

Gain on extinguishment of debt ( 6 ) ( 1 ) ( 15 )

Changes in assets and liabilities, net of acquisitions, deconsolidation of subsidiary, and asset transfer to Ventures:

Debt issuance costs 53 — —

Changes in assets and liabilities, net of acquisitions, dispositions, and asset transfer to Ventures:

(Increase) decrease in accounts receivable ( 45 ) ( 20 ) 9

Decrease (increase) in prepaid expenses and other current assets 37 4 ( 96 )

Decrease in prepaid expenses and other current assets 21 37 4

Net change in due to/from member 1 ( 3 ) 43

(Decrease) increase in accounts payable and accrued and other current liabilities ( 480 ) 486 ( 14 )

Increase (decrease) in accounts payable and accrued and other current liabilities 37 ( 480 ) 486

Net change in current and long-term net income taxes payable/receivable 24 ( 35 ) ( 3 )

( 35 ) ( 3 ) 147

Decrease in program contracts payable ( 74 ) ( 80 ) ( 88 )

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

Deconsolidation of subsidiary cash — — ( 315 )

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

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

CASH FLOWS USED IN FINANCING ACTIVITIES:

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

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

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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 (distributions to) member, net 10 ( 448 ) —

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

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 (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 28 ) ( 565 ) 65

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

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 110 ( 28 ) ( 565 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year 291 319 884

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(“Sinclair”), is a diversified media company with national reach and a strong focus on providing high-quality content on SBG’s local television stations and digital platform.

The content, distributed through SBG’s 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 SBG and SBG owned networks.

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

Additionally, prior to the Reorganization (as defined below in Company Reorganization ) , SBG had interests in, owned, managed, and/or operated Tennis Channel, digital media companies, technical and software services companies, research and development companies for the advancement of broadcast technology, and other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.

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For the purpose of this report, these 179 stations and 656 channels are referred to as SBG’s stations and channels.

Prior to the Deconsolidation on March 1, 2022 (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), SBG had one additional reportable segment, local sports.

This segment consisted of regional sports networks (“RSNs”), which owned the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Principles of Consolidation

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The purpose of the transactions contemplated by the Share Exchange Agreement was to effect a holding company reorganization in which Sinclair would become the publicly-traded parent company of Old Sinclair.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Effective at 12:00 am Eastern U.S.

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

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

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As a result of the Reorganization, SBG’s consolidated statements of operations the year ended December 31, 2023 includes five months of activity related to the Transferred Assets prior to the Reorganization.

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The Reorganization is considered a transaction between entities under common control and therefore the Transferred Assets were transferred from SBG to Ventures at a net book value of $ 1,147 million for the year ended December 31, 2023, which is recognized in SBG’s consolidated statement of member’s equity (deficit) and redeemable noncontrolling interests as a dividend to SBG’s parent.

Deconsolidation of Diamond Sports Intermediate Holdings LLC

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

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

SBG’s consolidated statements of operations for the year ended December 31, 2022 therefore includes two months of activity related to DSIH prior to the Deconsolidation.

Subsequent to February 28, 2022, the assets and liabilities of DSIH are no longer included within SBG’s consolidated balance sheets.

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

Upon Deconsolidation, SBG recognized a gain before income taxes of approximately $ 3,357 million, which is recorded within gain on deconsolidation of subsidiary in SBG’s consolidated statements of operations for the year ended December 31, 2022.

For the year ended December 31, 2023, we recorded an adjustment to the deconsolidation gain of $ 10 million.

Use of Estimates

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

Actual results could differ from those estimates.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In October 2021, the FASB issued guidance to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice.

The guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

SBG adopted this guidance during the first quarter of 2023.

The impact of the adoption did not have a material impact on SBG’s consolidated financial statements.

In November 2023, the FASB issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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income taxes paid disaggregated by jurisdiction;

and income or loss before income tax disaggregated between foreign and domestic.

and income or loss before income tax disaggregated between foreign and domestic (“ASU 2023-09”).

The guidance is effective for annual periods beginning after December 15, 2024, applied prospectively.

Early adoption is permitted.

SBG is currently evaluating the impact of this guidance.

SBG adopted this guidance during the fourth quarter of 2025.

Income Taxes for more information.

In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items.

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Cash and Cash Equivalents

SBG consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

SBG considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable

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In turn, a provision is charged against earnings in order to maintain the appropriate allowance level.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A rollforward of the allowance for doubtful accounts for the years ended December 31, 2025, 2024, and 2023 is as follows (in millions):

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Balance at end of period $ 4 $ 5 $ 4

As of December 31, 2024, four customers accounted for 11 %, 10 %, 10 %, and 10 %, respectively, of SBG’s accounts receivable, net.

As of December 31, 2025, two customers accounted for 13 % and 12 %, respectively, of SBG’s accounts receivable, net.

As of December 31, 2022, one customer accounted for 13 % of SBG’s accounts receivable, net.

As of December 31, 2024, four customers accounted for 11 %, 10 %, 10 %, and 10 %, respectively, of SBG’s accounts receivable, net.

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

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Broadcast Television Programming

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SBG assesses program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.

Sports Programming Rights

DSIH had multi-year program rights agreements that provided DSIH with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee.

Prior to the Deconsolidation, SBG amortized these rights as an expense over each season based upon contractually stated rates.

Impairment of Goodwill, Indefinite-lived Intangible Assets, and Other Long-lived Assets

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SBG estimates the fair values of SBG’s broadcast licenses using the Greenfield method, which is an income approach.

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In considering these sources of taxable income, SBG must make certain judgments that are based on the plans and estimates used to manage SBG’s 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 SBG’s 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.

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

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Supplemental Information — Statements of Cash Flows

For the years ended December 31, 2024, 2023, and 2022, SBG had the following cash transactions (in millions):

2024 2023 2022

Income taxes paid $ 3 $ 5 $ 18

Income tax refunds $ — $ 1 $ 158

Interest paid $ 296 $ 294 $ 387

Non-cash investing activities included property and equipment purchases of $ 5 million for each of the years ended December 31, 2024, 2023, and 2022.

SBG received equity shares in investments valued at $ 13 million and $ 3 million for the years ended December 31, 2024 and 2022, respectively, in exchange for an equivalent value of advertising spots.

Included in the c ontributions from (distributions to) member, net within Cash Flows Used in Financing Activities in SBG’s Consolidated Statements of Cash Flows , were dividends to Sinclair to fund its portion of the dividends to Sinclair shareholders and parent company expenses of $ 121 million and $ 74 million for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2024, these dividends were offset by a contribution from member related to the $ 148 million from Ventures related to the DSG litigation settlement (see Note 11.

Cash interest paid for the years ended December 31, 2025, 2024, and 2023 was $ 324 million, $ 296 million, and $ 294 million, respectively.

Non-cash investing activities included property and equipment purchases of $ 3 million for December 31, 2025 and $ 5 million for each of the years ended December 31, 2024 and 2023.

SBG received investments valued at $ 20 million and $ 13 million for the years ended December 31, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

SBG completed the acquisition and sale of certain television stations as described in Acquisitions and Station Disposals below for non-cash consideration of $ 32 million and $ 36 million, respectively, during the year ended December 31, 2025.

Included in the (distributions to) contributions from member, net within cash flows from (used in) financing activities in SBG’s consolidated statements of cash flows, were dividends to Sinclair to fund its portion of the dividends to Sinclair shareholders and parent company expenses of $ 135 million, $ 121 million, and $ 74 million for the years ended December 31, 2025, 2024, and 2023, respectively.

For the year ended December 31, 2025, these dividends were offset by a contribution from member related to $ 38 million from Ventures related to cash tax payments.

For the year ended December 31, 2024, these dividends were offset by a contribution from member related to the $ 148 million from Ventures related to the Diamond Sports Group, LLC (“DSG”) litigation settlement (see Note 10.

Commitments and Contingencies for further detail).

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The following table presents SBG’s revenue disaggregated by type and segment for the years ended December 31, 2025, 2024, and 2023 (in millions):

For the year ended December 31, 2024 Local media

For the years ended December 31,

Local media Local media

Distribution revenue $ 1,529 $ 1,543

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Other media, non-media, and intercompany revenue 89 154

Total revenues $ 3,254

Total revenue $ 2,774 $ 3,254

For the year ended December 31, 2023 Local media Other Eliminations Total

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Other media, non-media, and intercompany revenue 139 14 ( 2 ) 151

Total revenues $ 2,866 $ 119 $ ( 7 ) $ 2,978

For the year ended December 31, 2022 Local media Local sports Other Eliminations Total

Distribution revenue $ 1,531 $ 433 $ 179 $ — $ 2,143

Core Advertising revenue 1,186 44 74 ( 22 ) 1,282

Political advertising revenue 332 — — — 332

Other media, non-media, and intercompany revenue 144 5 59 ( 37 ) 171

Total revenues $ 3,193 $ 482 $ 312 $ ( 59 ) $ 3,928

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Total revenue $ 2,866 $ 119 $ ( 7 ) $ 2,978

Distribution Revenue.

SBG generates distribution revenue through fees received from Distributors for the right to distribute SBG’s stations, other properties, and, prior to the Deconsolidation, the RSNs.

SBG generates distribution revenue through fees received from Distributors for the right to distribute SBG’s stations and other properties.

Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber.

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Historical adjustments to subscriber estimates have not been material.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Core Advertising Revenue.

SBG generates core advertising revenue primarily from the sale of non-political advertising spots/impressions within SBG’s broadcast television, digital platforms, and, prior to the Deconsolidation, RSNs.

SBG generates core advertising revenue primarily from the sale of non-political advertising spots/impressions within SBG’s broadcast television and digital platforms.

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

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SBG’s contracts with customers may include multiple performance obligations.

For such arrangements, SBG allocates revenues to each performance obligation based on its relative standalone selling price, which is generally based on the prices charged to customers.

Deferred Revenues.

For such arrangements, SBG allocates revenue to each performance obligation based on its relative standalone selling price, which is generally based on the prices charged to customers.

Deferred Revenue.

SBG records deferred revenue when cash payments are received or due in advance of SBG’s performance, including amounts which are refundable.

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Deferred revenue recognized for the years ended December 31, 2025 and 2024 that was included in the deferred revenue balance as of December 31, 2024 and 2023 was $ 53 million and $ 44 million, respectively.

For the year ended December 31, 2024, one customer accounted for 10 % of SBG’s total revenues.

For the year ended December 31, 2023, two customers accounted for 11 % and 10 % respectively, of SBG’s total revenues.

For the year ended December 31, 2022, three customers accounted for 12 %, 11 %, and 10 %, respectively, of SBG’s total revenues.

For the year ended December 31, 2025, two customers accounted for 12 % and 11 %, respectively, of SBG’s total revenue.

For the year ended December 31, 2024, one customer accounted for 10 % of SBG’s total revenue.

For the year ended December 31, 2023, two customers accounted for 11 % and 10 %, respectively, of SBG’s total revenue.

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

Acquisitions and Station Disposals

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

For the year ended December 31, 2025, SBG recorded a net loss of $ 8 million related to the sale, which is included within gain on asset dispositions and other, net in SBG’s consolidated statements of operations and SBG’s local media segment within Note 13.

Segment Data .

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

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

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

Advertising Expenses

Promotional advertising expenses are recorded in the period when incurred and are included in media production and other non-media expenses.

Total advertising expenses, net of advertising co-op credits, was $ 7 million for the year ended December 31, 2024 and $ 9 million for each of the years ended December 31, 2023 and 2022.

Total advertising expenses, net of advertising co-op credits, were $ 7 million for each of the years ended December 31, 2025 and 2024 and $ 9 million for the year ended December 31, 2023.

SINCLAIR BROADCAST GROUP, LLC

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SBG maintains a supplemental executive retirement plan which was inherited upon the acquisition of certain stations.

At December 31, 2025, the projected benefit obligation was measured using a 5.09 % discount rate compared to a discount rate of 5.44 % for the year ended December 31, 2024.

For each of the years ended December 31, 2025 and 2024, SBG made $ 1 million in benefit payments.

SBG recognized an actuarial gain of $ 0.4 million and loss of $ 0.3 million through other comprehensive income for the years ended December 31, 2024 and 2023, respectively.

SBG recognized an actuarial loss of $ 0.5 million and gain of $ 0.4 million through other comprehensive income for the years ended December 31, 2025 and 2024, respectively.

For each of the years ended December 31, 2025 and 2024, SBG recognized $ 1 million of periodic pension expense, reported in other income (expense), net in SBG’s consolidated balance sheets .

Redeemable Subsidiary Preferred Equity

On February 10, 2023, SBG purchased the remaining 175,000 units of the Redeemable Subsidiary Preferred Equity for an aggregate purchase price of $ 190 million, representing 95 % of the sum of the remaining unreturned capital contribution of $ 175 million and accrued and unpaid dividends up to, but not including, the date of purchase.

Dividends accrued for the year ended December 31, 2023 were $ 3 million and are reflected in net loss attributable to the redeemable noncontrolling interests in SBG’s consolidated statements of operations.

Dividends accrued during 2023 were paid in kind and added to the liquidation preference.

Reclassifications

Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.

Subsequent Events

In February 2026, SBG acquired the non-license assets of KMYT and KOKI in Tulsa, OK and disposed of the non-license assets of KLEW in Spokane, WA and KEPR, KIMA, KUNW, KORX and KVVK in Yakima, WA, all of which were completed with the same counterparty.

SBG is in the process of completing its preliminary purchase price allocation.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

EQUITY-BASED COMPENSATION PLANS:

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Restricted Stock Awards

RSAs issued in 2024 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

RSAs issued in 2025 and 2024 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

RSAs issued in 2023 have certain restrictions that generally lapse after two years at 100 % or over two years at 50 % and 50 %, respectively.

RSAs issued in 2022 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

As the restrictions lapse, the Sinclair Class A Common Stock may be freely traded on the open market.

The fair value assumes the closing value of the stock on the measurement date.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of changes in unvested restricted stock:

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(a) Forfeitures are recognized as they occur.

SBG recorded compensation expense of $ 18 million for the year ended December 31, 2024 and $ 19 million for each of the years ended December 31, 2023 and 2022.

SBG recorded compensation expense of $ 28 million, $ 18 million, $ 19 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The majority of the unrecognized compensation expense of $ 12 million as of December 31, 2025 will be recognized in 2026.

Restricted Stock Units

During the year ended December 31, 2025, SBG issued 118,244 Restricted Stock Units (“RSUs”) under the SIP.

The RSUs issued have certain restrictions that lapse over three years at 100 %.

Unvested RSUs do not carry voting rights and do not receive dividends.

SBG recorded compensation expense of less than $ 1 million for the year ended December 31, 2025.

The majority of the unrecognized compensation expense of $ 1 million as of December 31, 2025 will be recognized in 2027.

Equity Grants to Non-Employee Directors

In addition to fees paid in cash to SBG’s non-employee directors, on the date of each annual meeting of Sinclair shareholders, each non-employee directors receives a grant of unrestricted shares of Sinclair Class A Common Stock.

Sinclair issued 113,658 in 2024 and Old Sinclair issued 80,496 shares in 2023 and 60,732 shares in 2022.

SBG recorded expense of $ 1 million for each of the years ended December 31, 2024 and 2023 and $ 2 million for the year ended December 31, 2022, which was based on the average share price of the stock on the date of grant.

Sinclair issued 108,504 in 2025 and 113,658 shares in 2024 and Old Sinclair issued 80,496 shares in 2023.

SBG recorded expense of $ 1 million for each of the years ended December 31, 2025, 2024, and 2023, which was based on the average share price of the stock on the date of grant.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Stock-Settled Appreciation Rights

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2025 Activity:

Granted 3,625,160 13.31

Exercised ( 54,430 ) 16.89

Outstanding SARs at December 31, 2025 8,315,410 $ 20.41

As of December 31, 2024, there was no aggregate intrinsic value of the SARs outstanding which had a weighted average remaining contractual life of 8 years.

The aggregate intrinsic value of 3,570,730 of the outstanding SARs as of December 31, 2025 was $ 7 million.

The total SARs outstanding had a weighted average remaining contractual life of 7 years.

Valuation of SARS.

Our SARs were valued using the Black-Scholes pricing model utilizing the following assumptions:

2024 2023 2022

Risk-free interest rate 4.1 % 4.4 %

Expected years to exercise 5 years 5 years 5 years

Expected years to exercise 5 years 5 years

Expected volatility 58.8 % 52.1 %

5 unchanged sentences

The annual dividend yield is based on Sinclair’s annual dividend per share divided by Sinclair’s share price on the grant date.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Options are fully vested and have a weighted average remaining contractual term of 1 year.

7 unchanged sentences

Outstanding options at December 31, 2025 125,000 $ 33.85

The Sinclair, Inc.

401(k) Plan is available as a benefit for SBG’s eligible employees.

Contributions made to the 401(k) Plan include an employee elected salary reduction amount with a match calculation (the “Match”).

The Match and any additional discretionary contributions may be made using Sinclair’s Class A Common Stock, if the Sinclair Board so chooses.

Typically, the Match is made using Sinclair’s Class A Common Stock.

The Sinclair 401(k) Plan is available as a benefit for SBG’s eligible employees.

Contributions made to the 401(k) Plan include an employee elected salary reduction amount with a match calculation (the “Match”), which is made using Sinclair’s Class A Common Stock.

The value of the Match is based on the level of elective deferrals into the 401(k) Plan.

The number of shares of Sinclair’s Class A Common Stock granted under the Match is determined based upon the closing price on or about March 1st of each year for the previous calendar year’s Match.

SBG recorded $ 16 million for the year ended December 31, 2024 and $ 17 million for each of the years ended December 31, 2023 and 2022 of compensation expense related to the Match.

SBG recorded compensation expense related to the Match of $ 16 million for each of the years ended December 31, 2025 and 2024 and $ 17 million for the year ended December 31, 2023,.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase Sinclair Class A Common Stock at 85 % of the lesser of the fair value of the common stock as of the first day of the quarter and as of the last day of that quarter, subject to certain limits as defined in the ESPP.

The compensation expense recorded related to the ESPP was $ 1 million for each of the years ended December 31, 2024 and 2023 and $ 2 million for the year ended December 31, 2022.

The compensation expense recorded related to the ESPP was $ 1 million for each of the years ended December 31, 2025, 2024, and 2023.

PROPERTY AND EQUIPMENT:

8 unchanged sentences

Acquired property and equipment is depreciated on a straight-line basis over the respective estimated remaining useful lives.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment consisted of the following as of December 31, 2025 and 2024 (in millions):

8 unchanged sentences

accumulated depreciation ( 1,032 ) ( 1,014 )

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL, INDEFINITE-LIVED INTANGIBLE ASSETS, AND OTHER INTANGIBLE ASSETS:

1 unchanged sentence

The change in the carrying amount of goodwill at December 31, 2025 and 2024 was as follows (in millions):

Local media Other Consolidated

Balance at December 31, 2023 $ 2,016

Disposition — ( 6 ) ( 6 )

Transferred to Ventures — ( 66 ) ( 66 )

Balance at December 31, 2024 $ 2,016

Disposition ( 12 )

Balance at December 31, 2025 $ 2,004

SBG’s accumulated goodwill impairment was $ 3,029 million as of both December 31, 2024 and 2023, of which $ 414 million related to our local media segment and $ 2,615 million related to our local sports segment (prior to the Deconsolidation) as of both December 31, 2024 and 2023, respectively.

For SBG’s annual goodwill impairment tests related to its local media reporting unit in 2024 and 2023 and its other reporting units in 2022, SBG concluded that it was more-likely-than-not that goodwill was not impaired for the reporting units in which we performed a qualitative assessment.

The qualitative factors reviewed during SBG’s annual assessments indicated stable or improving margins and favorable or stable forecasted economic conditions including stable discount rates and comparable or improving business multiples.

Additionally, the results of prior quantitative assessments supported significant excess fair value over carrying value of SBG’s reporting units.

SBG did not have any indicators of impairment in any interim period in 2024 or 2023 and therefore did not perform interim impairment tests for goodwill during those periods.

For SBG’s annual goodwill impairment test related to its local media reporting unit in 2022, SBG elected to perform a quantitative assessment and concluded that its fair value substantially exceeded its carrying value.

SBG’s accumulated goodwill impairment was $ 414 million as of both December 31, 2025 and 2024, all of which related to our local media segment.

For SBG’s annual goodwill impairment test related to its local media reporting unit in 2025, SBG elected to perform a quantitative assessment and concluded that the fair value substantially exceeded the carrying value.

The key assumptions used to determine the fair value of SBG’s local media reporting unit consisted primarily of significant unobservable inputs (Level 3 fair value inputs), including discount rates, estimated cash flows, profit margins, and growth rates.

1 unchanged sentence

Estimated cash flows are based upon internally developed estimates and growth rates and profit margins are based on market studies, industry knowledge, and historical performance.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For SBG’s annual goodwill impairment tests related to its local media reporting unit in 2024 and 2023, SBG concluded that it was more-likely-than-not that goodwill was not impaired.

Additionally, the results of prior quantitative assessments supported significant excess fair value over carrying value of SBG’s local media reporting unit.

SBG did not have any indicators of impairment in any interim period in 2025 or 2024 and therefore did not perform interim impairment tests for goodwill during those periods.

As of December 31, 2025 and 2024, the carrying amount of SBG’s indefinite-lived intangible assets was as follows (in millions):

Local media Other Consolidated

Balance at December 31, 2023 (a) $ 123

Transferred to Ventures — ( 27 ) ( 27 )

Balance at December 31, 2024 (a) (b) $ 123

Acquisition 1

Disposition ( 2 )

Balance at December 31, 2025 (a) (b) $ 122

(a) SBG’s indefinite-lived intangible assets in its local media segment relate to broadcast licenses and SBG’s indefinite-lived intangible assets in other relate to trade names.

(b) Approximately $ 14 million of indefinite-lived intangible assets relate to consolidated VIEs as of December 31, 2024 and 2023.

(a) SBG’s indefinite-lived intangible assets in its local media segment relate to broadcast licenses.

(b) Approximately $ 12 million and $ 14 million of indefinite-lived intangible assets relate to consolidated VIEs as of December 31, 2025 and 2024, respectively.

SBG did not have any indicators of impairment for its indefinite-lived intangible assets in 2025 or 2024, and therefore did not perform interim impairment tests during those periods.

SBG performed its annual impairment tests for indefinite-lived intangibles in 2025, 2024 and 2023 and as a result of its qualitative assessments, SBG recorded no impairment.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table shows the gross carrying amount and accumulated amortization of SBG’s definite-lived intangibles (in millions):

10 unchanged sentences

Amortized intangible assets:

Customer relationships (b) $ 817 $ ( 579 ) $ 238

Customer relationships $ 817 $ ( 626 ) $ 191

Network affiliation $ 1,435 $ ( 1,112 ) $ 323

Other 21 ( 18 ) 3

Total other definite-lived intangible assets (a) and (b) $ 1,456 $ ( 1,047 ) $ 409

Total other definite-lived intangible assets (a) $ 1,456 $ ( 1,130 ) $ 326

Total definite-lived intangible assets $ 2,273 $ ( 1,756 ) $ 517

(a) Approximately $ 5 million and $ 26 million of definite-lived intangible assets relate to consolidated VIEs as of December 31, 2025 and 2024, respectively.

(b) During 2023, $ 142 million of customer relationships and $ 7 million of other definite-lived intangible assets were transferred to Ventures as part of the Reorganization, as discussed in Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies .

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Definite-lived intangible assets and other assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives.

The definite-lived intangible assets are amortized over a weighted average useful life of 14 years for customer relationships and 15 years for network affiliations.

The amortization expense of the definite-lived intangible and other assets for the years ended December 31, 2024, 2023, and 2022 was $ 129 million, $ 148 million, and $ 225 million, respectively, of which $ 4 million for the year ended December 31, 2022 was associated with the amortization of favorable sports contracts prior to the Deconsolidation and is presented within media programming and production expenses in SBG’s consolidated statements of operations.

The amortization expense of the definite-lived intangible and other assets for the years ended December 31, 2025, 2024, and 2023 was $ 123 million, $ 129 million, and $ 148 million, respectively.

SBG analyzes specific definite-lived intangibles for impairment when events occur that may impact their value in accordance with the respective accounting guidance for long-lived assets.

2 unchanged sentences

2031 and thereafter 32

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OTHER ASSETS:

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

Equity method investments $ 1 $ 1

Other investments 13 —

Investments 30 14

Income tax receivable 150 144

Total other assets $ 237 $ 212

Equity Method Investments

Prior to the Reorganization, SBG had a portfolio of investments, including a number of entities that are primarily focused on the development of real estate and other media and non-media businesses.

No investments were individually significant for the years ended December 31, 2024, 2023, and 2022.

Diamond Sports Intermediate Holdings LLC.

Subsequent to the Deconsolidation, SBG’s equity interest in DSIH is accounted for under the equity method of accounting.

As of March 1, 2022, SBG reflected the investment in DSIH at fair value, which was determined to be nominal .

For the year ended December 31, 2024, SBG recorded no equity method loss related to the investment because the carrying value of the investment is zero and SBG is not obligated to fund losses incurred by DSIH.

See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1.

Nature of Operations and Summary of Significant Accounting Policies.

SBG no longer holds an equity interest in DSIH subsequent to Diamond Sports Group, LLC’s (“DSG”) emergence from bankruptcy on January 2, 2025.

YES Network Investment .

Prior to the Deconsolidation, SBG accounted for its investment in the Yankee Entertainment and Sports Network, LLC (“YES Network”) as an equity method investment, which was recorded within other assets in SBG’s consolidated balance sheets, and in which SBG’s proportionate share of the net income generated by the investment was included within income from equity method investments in SBG’s consolidated statements of operations.

SBG recorded income of $ 10 million related to its investment for the year ended December 31, 2022.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other Investments

SBG’s investments, excluding equity method investments, are accounted for at fair value or, in situations where fair value is not readily determinable, SBG has the option to value investments at cost plus observable changes in value, less impairment.

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

All of the investments measured at fair value were transferred to Ventures as part of the Reorganization.

Investments measured at NAV were $ 5 million as of December 31, 2024.

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

SBG recognized fair value adjustment losses of $ 1 million and $ 73 million for the years ended December 31, 2025 and 2023, respectively, associated with these securities, which is reflected in other income (expense), net in SBG’s consolidated statements of operations.

Investments accounted for utilizing the measurement alternative were $ 8 million as of December 31, 2024.

SBG recorded a $ 6 million impairment related to one investment for the year ended December 31, 2023, which is reflected in other income (expense), net in SBG’s consolidated statements of operations.

SBG recorded no impairments related to these investments for the years ended December 31, 2024 and 2022.

Investments accounted for utilizing the measurement alternative were $ 17 million and $ 8 million as of December 31, 2025 and 2024, respectively.

SBG recorded a $ 1 million impairment related to one investment for the year ended December 31, 2025 and a $ 6 million impairment related to one investment for the year ended December 31, 2023, which are reflected in other income (expense), net in SBG’s consolidated statements of operations.

SBG recorded no impairments related to these investments for the year ended December 31, 2024.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES PAYABLE AND COMMERCIAL BANK FINANCING:

Notes payable, finance leases, and commercial bank financing (including “finance leases to affiliates”) consisted of the following as of December 31, 2025 and 2024 (in millions):

Bank Credit Agreement:

Credit Agreements:

Term Loan B-2, due September 30, 2026 (a) $ — $ 1,175

Term Loan B-3, due April 1, 2028 714 722

Term Loan B-4, due April 21, 2029 731 739

5.125 % Unsecured Notes, due February 15, 2027

5.500 % Unsecured Notes, due March 1, 2030

4.125 % Senior Secured Notes, due December 1, 2030

Term Loan B-3, due April 1, 2028 (a) 3 714

Term Loan B-4, due April 21, 2029 (a) — 731

Term Loan B-6, due December 31, 2029 (a) 706 —

Term Loan B-7, due December 31, 2030 (a) 726 —

5.125 % Senior notes, due February 15, 2027 (a) (b)

5.500 % Senior notes, due March 1, 2030

4.125 % Senior Secured Notes, due December 1, 2030 (a)

4.125 % Unsecured Notes, due December 1,2030 (a)

9.750 % Second Lien Senior Secured Notes, due February 15, 2033 (a)

8.125 % First-Out First Lien Secured Notes, due February 15, 2033 (a)

4.375 % Second-Out First Lien Secured Notes, due December 31, 2032 (a)

A/R Facility 375 —

Debt of variable interest entities 6 7

6 unchanged sentences

Net carrying value of long-term debt $ 4,358 $ 4,091

(a) During the year ended December 31, 2024, STG repurchased $ 27 million aggregate principal amount of the Term Loan B-2 for consideration of $ 25 million .

See Bank Credit Agreement below.

Debt under the Bank Credit Agreement, notes payable, and finance leases as of December 31, 2024 matures as follows (in millions):

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Bank Credit Agreement Finance Leases Total

2025 $ 30 $ 11 $ 41

(a) Sinclair Television Group, Inc.

(“STG”) completed a series of financing transactions, including a new money financing and debt recapitalization, during the year ended December 31, 2025.

See Credit Agreements and Notes below.

(b) 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.

See Credit Agreements and Notes below.

Debt under the New Credit Agreement, Amended Credit Agreement, notes payable, and finance leases as of December 31, 2025 matures as follows (in millions):

Credit Agreements Finance Leases Total

2026 $ 17 $ 10 $ 27

7 unchanged sentences

Net carrying value of total debt $ 4,350 $ 33 $ 4,383

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Interest expense in SBG’s consolidated statements of operations was $ 395 million, $ 304 million, and $ 305 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Interest expense for the year ended December 31, 2025 also included $ 68 million of one-time financing costs.

The stated and weighted average effective interest rates on the above obligations are as follows, for the years ended December 31, 2025 and 2024:

1 unchanged sentence

Stated Rate 2025 2024

Bank Credit Agreement:

Term Loan B-2 (a) SOFR plus 2.50 %

Credit Agreements:

Term Loan B-2 SOFR plus 2.50 %

6.91 % 8.17 %

Term Loan B-3 SOFR plus 3.00 %

6.98 % 8.64 %

Term Loan B-4 (a) SOFR plus 3.75 %

8.51 % 9.83 %

Term Loan B-4 (b) SOFR plus 3.75 %

Term Loan B-6 (a) SOFR plus 3.30 %

Term Loan B-7 (a) SOFR plus 4.10 %

Revolving Credit Facility (a) (b) SOFR plus 2.00 %

5.125 % Unsecured Notes

5.13 % 5.33 % 5.33 %

Revolving Credit Facility (b) (c) SOFR plus 2.00 %

5.500 % Unsecured Notes

5.50 % 5.66 % 5.66 %

4.125 % Secured Notes

4.13 % 4.31 % 4.31 %

4.125 % Unsecured Notes

2 unchanged sentences

9.75 % 10.17 % — %

The STG Term Loan B-3 has LIBOR to SOFR conversion terms, including the applicable credit spread adjustments, built into the existing agreement.

(b) Interest rate terms on the STG Term Loan B-4 and revolving credit facility include additional customary credit spread adjustments.

(c) STG incurs a commitment fee on undrawn capacity of 0.25 %, 0.375 %, or 0.50 % if the first lien indebtedness ratio (as defined in the Bank Credit Agreement) is less than or equal to 2.75 x, less than or equal to 3.0 x but greater than 2.75 x, or greater than 3.0 x, respectively.

As of December 31, 2024 and 2023, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 649 million available under the revolving credit facility.

The total revolving credit facility contains two tranches, one for $ 612.5 million which expires on April 21, 2027 and one for $ 37.5 million which expires on December 4, 2025.

See Bank Credit Agreement below for further information.

8.125 % Secured Notes

8.13 % 8.29 % — %

4.375 % Secured Notes

4.38 % 4.52 % — %

A/R Facility SOFR plus 1.25 %

(a) Interest rate terms on the STG Term Loan B-4, B-6, and B-7, revolving credit facility, and the A/R Facility (as defined below) include additional customary credit spread adjustments.

(b) STG incurs a commitment fee on undrawn capacity of 0.25 %, 0.375 %, or 0.50 % if STG’s first lien leverage ratio (as defined in the New Credit Agreement) is less than or equal to 2.75 x, less than or equal to 3.0 x but greater than 2.75 x, or greater than 3.0 x, respectively.

As of December 31, 2025, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 612 million available under the revolving credit facility.

As of December 31, 2024, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 649 million available under the revolving credit facility.

The total revolving credit facility contains two tranches, one for $ 575 million which expires on February 12, 2030 and one for $ 37.5 million which expires on April 21, 2027.

See Credit Agreements and Notes below for further information.

SBG recorded $ 43 million of debt issuance costs for the year ended December 31, 2025.

Debt issuance costs and original issuance discounts are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to the revolving credit facility and A/R Facility, which are presented within other assets in SBG’s consolidated balance sheets.

Credit Agreements and Notes

During the first quarter of 2025, STG, a wholly-owned subsidiary of SBG, completed a series of financing transactions (the “Transactions”) as follows:

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SBG recorded a $ 23 million original issuance discount for the year ended December 31, 2022.

Debt issuance costs and original issuance discounts are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to the revolving credit facility, which are presented within other assets in SBG’s consolidated balance sheets.

Bank Credit Agreement

Prior to the refinancing subsequent event discussed in Note 16.

Subsequent Events , STG, a wholly owned subsidiary of SBG, had a syndicated credit facility which includes both revolving credit and issued term loans (the “Bank Credit Agreement”).

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

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.

The Term Loan B-4 was issued at 97 % of par and bears interest, at STG’s option, at Term SOFR plus 3.75 % (subject to customary credit spread adjustments) or base rate plus 2.75 %.

The proceeds from the Term Loan B-4 were used to refinance all of STG’s outstanding Term Loan B-1 due January 2024 and to redeem STG’s outstanding 5.875 % senior notes due 2026.

For the year ended December 31, 2022, SBG capitalized an original issuance discount of $ 23 million associated with the issuance of the Term Loan B-4, which is reflected as a reduction to the outstanding debt balance and will be recognized as interest expense over the term of the outstanding debt utilizing the effective interest method.

SBG recognized a loss on extinguishment of $ 10 million for the year ended December 31, 2022.

As a result, the remaining $ 3 million of Term Loan B-3 and the remaining $ 37.5 million of commitments under the existing revolving credit facility are ranked as third lien obligations.

STG issued $ 1,430 million aggregate principal amount of 8.125 % first-out first lien secured notes due 2033 (the “ 8.125 % First-Out Notes”), which mature on February 15, 2033.

In connection with the Transactions, for the year ended December 31, 2025 , SBG recognized a gain on extinguishment of the 4.125 % Senior Secured Notes due 2030 and 5.125 % Senior Notes due 2027 of $ 5 million and $ 3 million , respectively, and a loss on extinguishment of the Term Loan B-2 of $ 6 million.

These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures.

Prior to February 15, 2028, December 1, 2025, and February 15, 2027, SBG may redeem the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to 100 % of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures.

On or prior to February 15, 2028 and February 15, 2027, SBG may redeem up to 40 % of the aggregate principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, at a price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings.

Prior to February 15, 2028 and February 15, 2027, SBG may redeem the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to 108.125 % and 109.750 % of the principal amount of the 8.125 % First-Out Notes and 9.750 % Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions.

Beginning on December 1, 2025, SBG may redeem some or all of the 4.375 % Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

In addition, upon the sale of certain of STG’s assets or certain changes of control, SBG may be required to offer to repurchase some or all of the 8.125 % First-Out Notes, 4.375 % Second-Out Notes, and 9.750 % Second Lien Notes.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 3.5 x.

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

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 were canceled immediately following their acquisition.

In connection with the foregoing, SBG recognized a gain on extinguishment of the 5.125 % Senior Notes due 2027 of $ 4 million for the year ended December 31, 2025.

During the year ended December 31, 2024, STG repurchased $ 27 million aggregate principal amount of the Term Loan B-2 for consideration of $ 25 million.

2 unchanged sentences

SBG recognized a gain on extinguishment of $ 3 million for the year ended December 31, 2023.

During the year ended December 31, 2022, STG purchased $ 118 million aggregate principal amount of the 5.125 % Notes in open market transactions for consideration of $ 104 million.

The 5.125 % Notes acquired during the year ended December 31, 2022 were canceled immediately following their acquisition.

SBG recognized a gain on extinguishment of the 5.125 % Notes of $ 13 million for the year ended December 31, 2022.

During the year ended December 31, 2023, STG purchased $ 7 million, $ 15 million, and $ 13 million aggregate principal amount of the 5.125 % Unsecured Notes, the 5.500 % Unsecured Notes, and the 4.125 % Secured Notes, respectively, in open market transactions for consideration of $ 6 million, $ 8 million, and $ 8 million, respectively.

The STG Notes acquired during the year ended December 31, 2023 were canceled immediately following their acquisition.

SBG recognized a gain on extinguishment of the STG Notes of $ 12 million for the year ended December 31, 2023.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The price at which STG may redeem the STG Notes is set forth in the respective indenture of the STG Notes.

Also, if SBG sells certain assets or experiences specific kinds of changes of control, the holders of these STG Notes may require SBG to repurchase some or all of the outstanding STG Notes.

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

SBG jointly, severally, unconditionally, and irrevocably guaranteed $ 2 million of debt of certain third parties as of both December 31, 2024 and 2023, all of which related to consolidated VIEs is included in our consolidated balance sheets.

SBG provides a guarantee of certain obligations of a regional sports network subject to a maximum annual amount of $ 122 million with annual escalations of 4 % for the next four years .

As of December 31, 2024, SBG has determined that it is not probable that SBG would have to perform under any of these guarantees.

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

SBG provides a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $ 331 million for the years 2026 through 2029.

SBG accrued $ 15 million related to this obligation for the year ended December 31, 2025, included in gain on asset dispositions and other, net in SBG’s consolidated statements of operations.

As of December 31, 2025, $ 4 million of this obligation is reflected in accounts payable and accrued liabilities in SBG’s consolidated balance sheets.

Commitments and Contingencies for further discussion.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable Securitization Facility

Amounts outstanding under the A/R Facility bear interest at SOFR plus 1.25 %.

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

Interest expense related to the A/R Facility was $ 3 million for the year ended December 31, 2025.

Interest Rate Swap

During the year ended December 31, 2023, STG entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates.

The swap agreement has a notional amount of $ 600 million, bears a fixed interest rate of 3.9 %, and we receive a floating rate of interest based on SOFR.

During the year ended December 31, 2023, SBG entered into an interest rate swap effective February 7, 2023 which terminates on February 28, 2026 in order to manage a portion of our exposure to variable interest rates.

The swap agreement has a notional amount of $ 600 million, bears a fixed interest rate of 3.9 %, and SBG receive a floating rate of interest based on SOFR.

See Hedge Accounting within Note 1.

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

As of both December 31, 2024 and 2023, the fair value of the interest rate swap was an asset of $ 1 million, which is recorded in other assets in SBG’s consolidated balance sheets.

As of December 31, 2025, the fair value of the interest rate swap was a liability of $ 0.2 million, which is recorded in other current liabilities in SBG’s consolidated balance sheets.

As of December 31, 2024, the fair value of the interest rate swap was an asset of $ 1 million, which is recorded in other assets in SBG’s consolidated balance sheets.

Finance Leases

26 unchanged sentences

Total lease expense $ 45 $ 43 $ 44

(a) Includes variable lease expense of $ 6 million for each of the years ended December 31, 2024 and 2023 and $ 7 million for the year ended December 31, 2022.

(a) Includes variable lease expense of $ 7 million for the year ended December 31, 2025 and $ 6 million for each of the years ended December 31, 2024 and 2023.

The following table summarizes SBG’s outstanding operating and finance lease obligations as of December 31, 2025 (in millions):

1 unchanged sentence

2026 $ 31 $ 10 $ 41

2026 29 11 40

2031 and thereafter 42 5 47

29 unchanged sentences

In addition, SBG has entered into non-cancelable commitments for future television program rights aggregating to $ 6 million as of December 31, 2025.

REDEEMABLE NONCONTROLLING INTERESTS:

SBG accounts for redeemable noncontrolling interests in accordance with ASC 480, Distinguishing Liabilities from Equity , and classifies them as mezzanine equity in SBG’s consolidated balance sheets because their possible redemption is outside of SBG’s control.

SBG’s redeemable non-controlling interests previously consisted of the following:

Redeemable Subsidiary Preferred Equity

On February 10, 2023, SBG purchased the remaining 175,000 units of the Redeemable Subsidiary Preferred Equity for an aggregate purchase price of $ 190 million representing 95 % of the sum of the remaining unreturned capital contribution of $ 175 million, and accrued and unpaid dividends up to, but not including, the date of purchase.

Dividends accrued during 2023 and 2022 were paid in kind and added to the liquidation preference.

INCOME TAXES:

The provision (benefit) for income taxes consisted of the following for the years ended December 31, 2024, 2023, and 2022

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions):

The (benefit) provision for income taxes consisted of the following for the years ended December 31, 2025, 2024, and 2023 (in millions):

2025 2024 2023

Current (benefit) provision for income taxes:

Current provision (benefit) for income taxes:

Federal $ 37 $ ( 35 ) $ 5

State 19 4 ( 5 )

Deferred provision (benefit) for income taxes:

Deferred (benefit) provision for income taxes:

Federal ( 85 ) 95 ( 331 )

1 unchanged sentence

( 119 ) 91 ( 359 )

Provision (benefit) for income taxes $ 60 $ ( 359 ) $ 913

The following is a reconciliation of federal income taxes at the applicable statutory rate to the recorded provision:

2024 2023 2022

Federal statutory rate 21.0 % 21.0 % 21.0 %

(Benefit) provision for income taxes $ ( 63 ) $ 60 $ ( 359 )

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before taxes for the year ended December 31, 2025, after the prospective adoption of ASU 2023-09, is as follows (in millions, except percentages):

Tax Expense/(Benefit) Estimated Tax Rate

federal statutory tax rate $ ( 46 ) 21.0 %

State income taxes, net of federal tax benefit (a) (b) ( 19 ) 8.6 %

Tax credits (federal R&D credit) ( 4 ) 1.8 %

Nontaxable or nondeductible items:

Executive compensation 6 ( 2.6 ) %

Other — ( 0.1 ) %

Changes in unrecognized tax benefits 2 ( 0.8 ) %

Other adjustments:

Pending tax refunds interest income ( 6 ) 2.7 %

Effective of consolidated VIEs 3 ( 1.3 ) %

Other 1 ( 0.4 ) %

Effective income tax rate $ ( 63 ) 28.9 %

(a) The 2025 state jurisdiction that contributes to the majority (greater than 50%) of the tax effect in this category is Maryland.

(b) Includes a $ 22 million decrease in valuation allowance primarily as a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before taxes for years ended December 31, 2024 and 2023, prior to the prospective adoption of ASU 2023-09, is as follows:

federal statutory tax rate 21.0 % 21.0 %

State income taxes, net of federal tax benefit (a) 6.0 % 4.7 %

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SBG’s 2023 income tax provision includes a $ 212 million decrease related to the release of valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j).

SBG’s 2022 income tax provision includes a net $ 56 million addition related to an increase in valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j) and primarily offset by a decrease in valuation allowance on certain state deferred tax assets resulting from the Deconsolidation.

(c) SBG’s 2024 income tax provision includes a $ 14 million accrual of interest income attributable to prior years’ pending income tax refund claims, including an immaterial $ 7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

8 unchanged sentences

IRC Section 163(j) interest expense carryforward 52 139

Operating lease liabilities 30 36

Tax Credits — 90

5 unchanged sentences

Property & equipment, net ( 80 ) ( 87 )

Investment in DSIH ( 405 ) ( 250 )

Investment in Diamond — ( 405 )

Operating lease assets ( 26 ) ( 32 )

Other ( 5 ) —

1 unchanged sentence

Net deferred tax liabilities $ ( 255 ) $ ( 373 )

At December 31, 2024, SBG had approximately $ 358 million and $ 3,366 million of gross federal and state net operating losses, respectively.

Except for those without an expiration date, these losses will expire during various years from 2025 to 2044, and some of them are subject to annual limitations under the IRC Section 382 and similar state provisions.

At December 31, 2025, SBG had approximately $ 2,408 million of state net operating losses.

Except for those without an expiration date, these losses will expire during various years from 2026 to 2045, and some of them are subject to annual limitations under state provisions.

As discussed in Income Taxes under Note 1.

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During the year ended December 31, 2025, SBG decreased its valuation allowance by $ 22 million to $ 74 million.

The decrease was primarily a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions.

During the year ended December 31, 2024, SBG decreased its valuation allowance by $ 17 million to $ 96 million.

Due to DSG’s emergence from bankruptcy in early 2025, SBG expects to record a gain upon disposition for tax purposes.

This will result in a material tax payment and movement to certain deferred tax assets and liabilities, primarily those related to investment in DSIH, net operating losses, and tax credits.

SINCLAIR BROADCAST GROUP, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the activity related to SBG’s accrued unrecognized tax benefits (in millions):

The following table summarizes the activity related to SBG’s accrued unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023 (in millions):

2025 2024 2023

Balance at January 1, $ 13 $ 12 $ 17

Additions related to prior year tax positions — — 2

Additions related to current year tax positions 1 1 1

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Balance at December 31, $ 14 $ 13 $ 12

As of 2023, SBG is a subsidiary of Sinclair and is subject to U.S.

SBG is a subsidiary of Sinclair and is subject to U.S.

federal income tax as part of the consolidated return.

3 unchanged sentences

In addition, SBG does not believe that SBG’s liability for unrecognized tax benefits would be materially impacted, in the next twelve months, as a result of expected statute of limitations expirations and resolution of examination issues and settlements with tax authorities.