What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-07 · 131 added, 199 removed, 184 unchanged (64% of the section changed)

2 unchanged sentences

This discussion consists of the following sections:

Summary of Significant Events — financial events during the three months ended September 30, 2025 and through the date this Report on Form 10-Q is filed.

Results of Operations — an analysis of Sinclair’s and SBG’s revenue and expenses for the three and nine months ended September 30, 2025 and 2024.

Liquidity and Capital Resources — a discussion of Sinclair’s and SBG’s primary sources of liquidity and an analysis of Sinclair’s and SBG’s cash flows from or used in operating activities, investing activities, and financing activities during the three and nine months ended September 30, 2025.

Summary of Significant Events — financial events during the three months ended March 31, 2026 and through the date this Report on Form 10-Q is filed.

Results of Operations — an analysis of Sinclair’s and SBG’s revenue and expenses for the three months ended March 31, 2026 and 2025.

SUMMARY OF SIGNIFICANT EVENTS

Content and Distribution

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

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

A Podcast on The Green Bay Packers.

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

Corporate Social Responsibility Practices

• To date in 2025, SBG’s newsrooms have won a total of 227 journalism awards, including 25 RTDNA regional Edward R.

Murrow Awards.

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

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

NextGen Broadcast (ATSC 3.0)

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

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

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

SBG previously oversaw the operations of the stations under Management Service Agreements.

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

SBG previously oversaw the operations of the station under a JSA.

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

SBG previously oversaw the operations of the stations under JSAs.

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

• In March 2026, Sinclair announced a partnership with Disabled American Veterans (“DAV”) to launch Sinclair Cares:

DAV Community Impact Day, a nationwide volunteer campaign dedicated to supporting America’s veterans and their families.

• To date in 2026, our newsrooms have won a total of 24 journalism awards.

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

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

• In February 2026, Sinclair acquired the non-license assets of KMYT and KOKI in Tulsa, OK.

• In February 2026, Sinclair disposed of the non-license assets of KLEW in Spokane, WA and KEPR, KIMA, KUNW, KORX, and KVVK in Yakima, WA.

• In March 2026, Sinclair acquired WHAM in Rochester, NY, WGTU/WGTQ in Traverse City, MI, WEYI in Flint, MI, KCVU/KBVU in Eureka/Chico-Redding, CA, WEMT in Tri-Cities, TN, WYDO in Greenville, NC and WPFO Portland, Maine from various partners.

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

Financing, Capital Allocation, and Shareholder Returns

• In August 2025, Sinclair declared a quarterly dividend of $0.25 per share.

In November 2025, Sinclair declared a quarterly dividend of $0.25 per share.

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

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

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

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

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

• In April 2026, STG repurchased $93 million aggregate principal amount of the Term Loan B-6 and $72 million aggregate principal amount of the Term Loan B-7, both at discounts of face value.

SINCLAIR, INC.

RESULTS OF OPERATIONS

Any references to the first, second, or fourth quarters are to the three months ended March 31, June 30, or December 31, respectively, for the year being discussed.

As of September 30, 2025, we had two reportable segments for accounting purposes, local media and tennis.

SINCLAIR, INC.

RESULTS OF OPERATIONS

Any references to the second, third, or fourth quarters are to the three months ended June 30, September 30, or December 31, respectively, for the year being discussed.

As of March 31, 2026, we had two reportable segments for accounting purposes, local media and tennis.

Seasonality / Cyclicality

2 unchanged sentences

Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election.

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

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

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

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Media revenue $ 801 $ 770

7 unchanged sentences

Corporate general and administrative expenses 49 52

Gain on asset dispositions and other, net (36) (13) (19) (11)

Loss on asset dispositions and other, net 7 8

Operating income $ 27 $ 14

Net (loss) income attributable to Sinclair $ (1) $ 94 $ (221) $ 134

Net income (loss) attributable to Sinclair $ 20 $ (156)

SINCLAIR, INC.

2 unchanged sentences

The following table sets forth our revenue and expenses for our local media segment for the periods presented (in millions):

Three Months Ended September 30, Percent Change Increase / (Decrease) Nine Months Ended September 30, Percent Change Increase / (Decrease)

2025 2024 2025 2024

Three Months Ended March 31, Percent Change Increase / (Decrease)

Distribution revenue $ 402 $ 395 2%

Core advertising revenue 261 271 (4)%

Political advertising revenue 6 138 (96)% 18 202 (91)%

Political advertising revenue 18 6 n/m

Other media revenue 20 22 (9)%

7 unchanged sentences

Non-media expenses 2 2 —%

Gain on asset dispositions and other, net (3) (11) (73)% (23) (11) n/m

Operating income $ 27 $ 182 (85)% $ 104 $ 306 (66)%

(Gain) loss on asset dispositions and other, net (1) 8 n/m

Operating income $ 35 $ 12 n/m

Interest expense including amortization of debt discount and deferred financing costs $ 85 $ 144 (41)%

Gain on extinguishment of debt $ — $ — n/m $ 6 $ 1 n/m

Gain on extinguishment of debt $ — $ 2 n/m

Other income, net $ 4 $ 3 33%

n/m - not meaningful

(a) Includes $3 million and $8 million for the three and nine months ended September 30, 2025, respectively, and $2 million and $7 million for the three and nine months ended September 30, 2024, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.

(b) Includes $5 million and $14 million for the three and nine months ended September 30, 2025, respectively, and $4 million and $9 million for the three and nine months ended September 30, 2024, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.

(a) Includes $3 million for both the three months ended March 31, 2026 and 2025 of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.

(b) Includes $8 million and $4 million for the three months ended March 31, 2026 and 2025, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.

Distribution revenue.

Distribution revenue, which represents fees earned from Distributors for our broadcast signals, decreased $13 million or 3% for the three months ended September 30, 2025, when compared to the same period in 2024.

Subscriber decreases impacted period-over-period distribution revenue by mid-teen percentages for the three months ended September 30, 2025, partially offset by favorable contractual rate increases by low-teen percentages.

Distribution revenue decreased $6 million or 1% for the nine months ended September 30, 2025, when compared to the same period in 2024.

Subscriber decreases impacted period-over-period distribution revenue by mid-teen percentages for the nine months ended September 30, 2025, partially offset by favorable contractual rate increases by low-teen percentages.

Distribution revenue, which represents fees earned from Distributors for our broadcast signals, increased $7 million or 2% for the three months ended March 31, 2026, when compared to the same period in 2025.

Contractual rate increases favorably impacted period-over-period distribution revenue by single-digit percentages for the three months ended March 31, 2026, partially offset by subscriber decreases by low single-digit percentages.

Core advertising revenue.

Core advertising revenue decreased $14 million and $40 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, with no particular product/services category dominating the variance.

Core advertising revenue decreased $10 million for the three months ended March 31, 2026, when compared to the same period in 2025, with no particular product/services category dominating the variance.

Political advertising revenue.

Political advertising revenue decreased $132 million and $184 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to 2025 being an off-year election cycle, and therefore having only a small number of political races and correspondingly less political advertising spending compared to 2024 which was a presidential political year.

Political advertising revenue increased $12 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to 2026 being a midterm election year and therefore having a higher number of political races and correspondingly more political advertising spending compared to 2025, which was an off-year election cycle.

SINCLAIR, INC.

1 unchanged sentence

Other media revenue.

Other media revenue decreased $19 million and $52 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease related to certain services provided under management services agreements.

Other media revenue decreased $2 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to a decrease related to certain services provided under trade and barter agreements.

The following table sets forth our primary types of programming and their approximate percentages of advertising revenue for the periods presented:

Percent of Advertising Revenue for the

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Syndicated/Other programming 38% 39%

Local news 28% 27%

Network programming (a) 15% 17% 15% 17%

Sports programming (a) 16% 16%

Network programming (a) 14% 15%

Paid programming 4% 3%

3 unchanged sentences

Percent of Advertising Revenue for the

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

# of Channels 2026 2025

3 unchanged sentences

NBC 25 17% 12%

CW 44 5% 5% 5% 5%

MNT 38 3% 3% 3% 3%

Other 398 7% 8%

Media programming and production expenses.

Media programming and production expenses decreased $6 million for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a $2 million decrease in both litigation and consulting related expenses and employee compensation cost, respectively.

Media programming and production expenses decreased $1 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in litigation and consulting expenses of $7 million, of which the litigation item related to the reversal of approximately $3 million previously expensed as a result of the FCC consent decree that is further discussed in Litigation, Claims, and Regulatory Matters under Note 4.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, which were offset by an increase in fees pursuant to network affiliation agreements and other programming contracts of $6 million as a result of increased contractual rates.

Media programming and production expenses decreased $8 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to a decrease related to costs associated with our network affiliation agreements and other programming contracts and a decrease in consulting expenses.

Media selling, general and administrative expenses.

Media selling, general and administrative expenses decreased $23 million for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due an $8 million decrease in national sales commissions, a $6 million decrease in costs relating to our digital business, a $4 million decrease in employee compensation cost, and a $2 million decrease in information technology cost.

Media selling, general and administrative expenses decreased $52 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an $11 million decrease in national sales commissions, a $10 million decrease in employee compensation cost, a $10 million decrease related to the FCC consent decree, as further discussed in Litigation, Claims, and Regulatory Matters under Note 4.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements , a $9 million decrease in costs relating to our digital business, an $8 million decrease in trade related expenses, and a $4 million decrease in credit card fees.

Media selling, general and administrative expenses increased $1 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to a $2 million increase in employee compensation cost and in costs relating to our digital business, respectively, partially offset by a $2 million decrease in information technology costs.

SINCLAIR, INC.

2 unchanged sentences

See explanation under Corporate and Unallocated Expenses.

Gain on asset dispositions and other, net.

During the nine months ended September 30, 2025, we recognized $35 million of proceeds related to our cyber and directors and officers insurance policies, offset by a loss related to the sale of certain of our stations of approximately $8 million.

See Acquisitions and Station Disposals under Note 1.

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

During the three months ended March 31, 2025, we recognized a loss associated with the sale of certain local media assets of approximately $17 million (see Acquisitions and Station Disposals under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements), which was offset by $9 million of proceeds related to our cyber and directors and officers insurance policies .

Depreciation and amortization expenses.

Depreciation of property and equipment and amortization of definite-lived intangibles and other assets increased $4 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to an increase in intangible assets related to our acquisitions during the first quarter of 2026 and the third quarter of 2025, as well as amortization expense associated with our FCC licenses which began on January 1, 2026.

See Acquisitions and Station Disposals and Changes in Accounting Estimates under Note 1.

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

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

Interest expense increased $7 million and $81 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to the Transactions, as described in Credit Agreement and Notes under Note 3.

Interest expense decreased $59 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to $68 million of one-time financing costs related to the financing transactions that occurred in the first quarter of 2025.

See Credit Agreement and Notes under Note 3.

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

Included in interest expense for the nine months ended September 30, 2025 is $68 million of one-time financing costs that will not recur in future periods.

Gain on extinguishment of debt.

For the nine months ended September 30, 2025, we repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million and recognized a gain on extinguishment of $4 million.

For the nine months ended September 30, 2025 , in connection with the Transactions, 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.

For the three months ended March 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.

See Credit Agreement and Notes under Note 3.

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

Other income, net.

During the nine months ended September 30, 2025, we recognized $8 million in interest income.

During the nine months ended September 30, 2024, we recognized a $26 million gain related to the sale of certain broadcast related assets and $9 million in interest income.

Tennis Segment

The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions):

Three Months Ended September 30, Percent Change Increase / (Decrease) Nine Months Ended September 30, Percent Change Increase / (Decrease)

2025 2024 2025 2024

Three Months Ended March 31, Percent Change Increase / (Decrease)

Distribution revenue $ 56 $ 56 —%

6 unchanged sentences

Depreciation and amortization expenses 5 5 —%

Corporate general and administrative expenses 1 1 —% 2 2 —%

Corporate general and administrative expenses 1 — n/m

Operating income $ 15 $ 18 (17)%

(a) Includes $3 million and $8 million for the three and nine months ended September 30, 2025, respectively, and $2 million and $7 million for the three and nine months ended September 30, 2024, respectively, of intercompany expense related to certain services provided by the local media segment, which is eliminated in consolidation.

n/m - not meaningful

(a) Includes $3 million for both the three months ended March 31, 2026 and 2025 of intercompany expense related to certain services provided by the local media segment, which is eliminated in consolidation.

SINCLAIR, INC.

1 unchanged sentence

Distribution revenue.

Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, increased $1 million or 2% for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to high-teen percentage increases in contractual rates and a high single-digit percentage increase in direct-to-consumer (“DTC”) subscriptions, partially offset by a decrease in subscribers by high-teen percentages for the period.

Distribution revenue increased $8 million or 5% for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to low-teen percentage increases in contractual rates and a high single-digit percentage increase in DTC subscriptions, partially offset by a decrease in subscribers by low-teen percentages for the period.

Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, remained flat for the three months ended March 31, 2026, when compared to the same period in 2025.

Core advertising revenue.

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

Core advertising revenue increased $6 million for both the three and nine months ended September 30, 2025, when compared to the same periods in 2024, primarily due to stronger linear sales, as well as higher advertising sales within the DTC platform as a result of increased subscribers.

Core advertising revenue increased $2 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to stronger linear sales.

Media programming and production expenses.

Media programming and production expenses increased $5 million and $3 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in tournament production costs, increases in contractual rates for tournament rights and increases in development costs related to the DTC platform.

Media programming and production expenses increased $3 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to an increase in tournament production costs.

Media selling, general and administrative expenses.

Media selling, general and administrative expenses increased $2 million for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in costs associated with the launch of the DTC platform.

Media selling, general and administrative expenses increased $6 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in costs associated with the launch of the DTC platform and an increase in expenses related to certain services provided by the local media segment, which is eliminated in consolidation.

Media selling, general and administrative expenses increased $1 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to increased employee compensation cost.

Corporate general and administrative expenses.

See explanation under Corporate and Unallocated Expenses.

SINCLAIR, INC.

RESULTS OF OPERATIONS

The following table sets forth our revenue and expenses for our non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, other) for the periods presented (in millions):

Three Months Ended September 30, Percent Change Increase / (Decrease) Nine Months Ended September 30, Percent Change Increase/(Decrease)

2025 2024 2025 2024

Media revenue (a) $ 38 $ 9 n/m $ 91 $ 24 n/m

Non-media revenue (b) $ 10 $ 10 —% $ 24 $ 30 (20)%

Three Months Ended March 31, Percent Change Increase / (Decrease)

Media revenue (a) $ 40 $ 15 n/m

Non-media revenue $ 6 $ 6 —%

Operating Expenses:

Media expenses $ 30 $ 6 n/m $ 74 $ 16 n/m

Non-media expenses (c) $ 12 $ 12 —% $ 33 $ 36 (8)%

Operating income (loss) $ 14 $ 1 n/m $ 14 $ (2) n/m

(Loss) income from equity method investments $ (2) $ — n/m $ (7) $ 93 n/m

Other income (expense), net $ 25 $ 19 32% $ (68) $ (17) n/m

Media expenses $ 34 $ 12 n/m

Non-media expenses $ 13 $ 9 44%

Loss on asset dispositions and other, net $ 8 $ — n/m

Operating loss $ (10) $ (1) n/m

Loss from equity method investments $ (1) $ (5) (80)%

Other expense, net $ (81) $ (69) 17%

n/m - not meaningful

(a) Media revenue for the three and nine months ended September 30, 2025 includes $5 million and $14 million, respectively, and for the three and nine months ended September 30, 2024 includes $4 million and $9 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.

(b) Non-media revenue for the three and nine months ended September 30, 2025 includes $2 million and $3 million, respectively, and for the three and nine months ended September 30, 2024 includes $1 million and $5 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.

(c) Non-media expenses for the three and nine months ended September 30, 2025 include $2 million and $3 million, respectively, and for the nine months ended September 30, 2024 include $3 million of intercompany expense related to certain services and sales provided by the local media segment, which is eliminated in consolidation.

Media revenue increased $29 million and $67 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in advertising revenue related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals under Note 1.

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

Non-media revenue decreased $6 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in broadcast equipment sales.

Media expenses increased $24 million and $58 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in selling, general and administrative expenses related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals under Note 1.

(a) Media revenue for the three months ended March 31, 2026 and 2025 includes $8 million and $4 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.

Media revenue increased $25 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to an increase in advertising revenue related to the acquisition of Digital Remedy which was not reflected for the full period within the prior year, as discussed in Acquisitions and Station Disposals under Note 1.

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

Non-media expenses decreased $3 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in expenses associated with lower broadcast equipment sales.

(Loss) income from equity method investments.

During the nine months ended September 30, 2024, we recognized gains of $93 million primarily related to the sales of certain of our investments, which is included in (loss) income from equity method investments in our consolidated statements of operations.

Other income (expense), net .

During the three months ended September 30, 2025 and 2024, we recognized fair value adjustment gains of $19 million and $15 million, respectively, associated with investments measured at fair value and NAV.

During the nine months ended September 30, 2025 and 2024, we recognized fair value adjustment losses of $84 million and $28 million, respectively, associated with investments measured at fair value and NAV.

Non-media revenue remained flat for the three months ended March 31, 2026, when compared to the same period in 2025.

SINCLAIR, INC.

RESULTS OF OPERATIONS

Media expenses increased $22 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to an increase in selling, general and administrative expenses related to the acquisition of Digital Remedy which was not reflected for the full period within the prior year, as discussed in Acquisitions and Station Disposals under Note 1.

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

Non-media expenses increased $4 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to increased employee compensation cost.

Loss on asset dispositions and other, net.

During the three months ended March 31, 2026, we recorded a non-cash impairment of $8 million related to one of our real estate investments.

Other expense, net .

During the three months ended March 31, 2026 and 2025, we recognized fair value adjustment losses of $85 million and $73 million, respectively, associated with investments measured at fair value and NAV.

Corporate and Unallocated Expenses

The following table presents our corporate and unallocated expenses for the periods presented (in millions):

Three Months Ended September 30, Percent Change

Increase/ (Decrease) Nine Months Ended September 30, Percent Change

Three Months Ended March 31, Percent Change

Increase/ (Decrease)

2025 2024 2025 2024

Corporate general and administrative expenses $ 49 $ 52 (6)%

Gain on asset dispositions and other, net $ (36) $ (13) n/m $ (19) $ (11) 73%

Income tax benefit (provision) $ 1 $ (29) n/m $ 61 $ (30) n/m

Loss on asset dispositions and other, net $ 7 $ 8 (13)%

Income tax benefit $ 158 $ 46 n/m

n/m - not meaningful

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

Corporate general and administrative expenses.

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

Corporate general and administrative expenses decreased $12 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 4.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, and a decrease in employee compensation cost.

Gain on asset dispositions and other, net.

During the nine months ended September 30, 2025, we recognized a loss of $8 million related to our station sales and a loss of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3.

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

These losses were offset by gains of $45 million related to proceeds from our cyber and directors and officers insurance policies, which are further discussed above in Local Media Segment and Other under Item 2.

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

Income tax benefit (provision).

The effective tax rate for the three months ended September 30, 2025, was a benefit of 188.6% as compared to a provision of 23.0% during the same period in 2024.

The increase in the effective tax rate for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily due to a small book loss in 2025 compared to book income in 2024.

The effective tax rate for the nine months ended September 30, 2025, was a benefit of 22.1% as compared to a provision of 17.4% during the same period in 2024.

The increase in the effective tax rate for the nine months ended September 30, 2025, as compared to the same period in 2024, is primarily due to an immaterial $7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims in 2024.

Corporate general and administrative expenses decreased $3 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to a decrease in employee compensation cost and a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 4.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements.

Income tax benefit.

The effective tax rate for the three months ended March 31, 2026, was a benefit of 114.9% as compared to a benefit of 23.0% during the same period in 2025.

The increase in the effective tax rate for the three months ended March 31, 2026, when compared to the same period in 2025, is primarily due to substantially magnified impact of many 2026 items as a result of small estimated annual pre-tax income.

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

Any references to the first, second, or fourth quarters are to the three months ended March 31, June 30, or December 31, respectively, for the year being discussed.

As of September 30, 2025, SBG had one reportable segment for accounting purposes, local media.

Any references to the second, third, or fourth quarters are to the three months ended June 30, September 30, or December 31, respectively, for the year being discussed.

As of March 31, 2026, SBG had one reportable segment for accounting purposes, local media.

Seasonality / Cyclicality

2 unchanged sentences

Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election.

Operating Data

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total media revenue $ 701 $ 694

5 unchanged sentences

Corporate general and administrative expenses 34 37

Gain on asset dispositions and other, net (25) (11) (8) (11)

(Gain) loss on asset dispositions and other, net (1) 8

Operating income $ 35 $ 12

Net (loss) income attributable to SBG $ (30) $ 80 $ (173) $ 87

Net loss attributable to SBG $ (24) $ (102)

Local Media Segment

Refer to Local Media Segment above under Sinclair, Inc.’s Results of Operations for a discussion of SBG’s local media segment, which is the same as Sinclair’s local media segment for the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, the unrestricted subsidiaries (as defined in the New Credit Agreement, “Unrestricted Subsidiaries”) represented 0% of SBG’s total assets.

For both the three and nine months ended September 30, 2025, the Unrestricted Subsidiaries represented 0% of SBG’s total revenue.

For the three and nine months ended September 30, 2025, the Unrestricted Subsidiaries decreased SBG’s total operating income by 4% and 7%, respectively.

As of September 30, 2025 and for the three and nine months ended September 30, 2025 there were no restricted subsidiaries that were non-guarantors (as defined in the New Credit Agreement) of SBG.

As of March 31, 2026, the unrestricted subsidiaries (as defined in the New Credit Agreement, “Unrestricted Subsidiaries”) represented 0% of SBG’s total assets.

For the three months ended March 31, 2026, the Unrestricted Subsidiaries represented 0% of SBG’s total revenue.

For the three months ended March 31, 2026, the Unrestricted Subsidiaries decreased SBG’s total operating income by 7%.

As of March 31, 2026 and for the three months ended March 31, 2026, there were no restricted subsidiaries that were non-guarantors (as defined in the New Credit Agreement).

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

1 unchanged sentence

The following table presents SBG’s corporate and unallocated expenses for the periods presented (in millions):

Three Months Ended September 30, Percent Change

Increase/ (Decrease) Nine Months Ended September 30, Percent Change

Three Months Ended March 31, Percent Change

Increase/ (Decrease)

2025 2024 2025 2024

Corporate general and administrative expenses $ 34 $ 37 (8)%

Gain on asset dispositions and other, net $ (25) $ (11) n/m $ (8) $ (11) (27)%

Income tax benefit (provision) $ 6 $ (25) n/m $ 40 $ (15) n/m

(Gain) loss on asset dispositions and other, net $ (1) $ 8 n/m

Income tax benefit $ 24 $ 26 (8)%

n/m - not meaningful

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

Corporate general and administrative expenses.

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

Corporate general and administrative expenses decreased by $3 million and $15 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 4.

Commitments and Contingencies within SBG’s Consolidated Financial Statements.

Gain on asset dispositions and other, net.

During the nine months ended September 30, 2025, SBG recognized a loss of $8 million related to station sales and a loss of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3.

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

These losses were offset by gains of $35 million related to proceeds from SBG’s cyber and directors and officers insurance policies, which are further discussed in Local Media Segment under Item 2.

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

Income tax benefit (provision).

The effective tax rate for the three months ended September 30, 2025, was a benefit of 18.2% as compared to a provision of 22.8% during the same period in 2024.

The decrease in the effective tax rate for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily due to a book loss in 2025 compared to book income in 2024.

The effective tax rate for the nine months ended September 30, 2025, was a benefit of 19.3% as compared to a provision of 13.6% during the same period in 2024.

Corporate general and administrative expenses decreased $3 million for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 4.

Commitments and Contingencies within SBG’s Consolidated Financial Statements and a decrease in employee compensation cost .

Income tax benefit.

The effective tax rate for the three months ended March 31, 2026, was a benefit of 50.9% as compared to a benefit of 20.1% during the same period in 2025.

The increase in the effective tax rate for the three months ended March 31, 2026, when compared to the same period in 2025, is primarily due to a 2026 release of a valuation allowance on certain state net operating losses resulting from a change in the filing methodology that impacted the realizability of the associated deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

As of September 30, 2025, Sinclair had net working capital of approximately $673 million, including $526 million in cash and cash equivalent balances, and $650 million of available borrowing capacity, including $575 million under the New Credit Agreement and $75 million under the Amended Credit Agreement.

As of March 31, 2026, Sinclair had net working capital of approximately $956 million, including $844 million in cash and cash equivalent balances, and $613 million of available borrowing capacity, including $575 million under the New Credit Agreement and $38 million under the Amended Credit Agreement.

Cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement are used as Sinclair’s primary sources of liquidity.

As of September 30, 2025, SBG had net working capital of approximately $208 million, including $122 million in cash and cash equivalent balances, and $650 million of available borrowing capacity, including $575 million under the New Credit Agreement and $75 million under the Amended Credit Agreement.

As of March 31, 2026, SBG had net working capital of approximately $481 million, including $392 million in cash and cash equivalent balances, and $613 million of available borrowing capacity, including $575 million under the New Credit Agreement and $38 million under the Amended Credit Agreement.

Cash on hand, cash generated by SBG’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement are used as SBG’s primary sources of liquidity.

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 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date.

Since there was no utilization under the First-Out Revolving Credit Facility as of September 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement.

As of September 30, 2025, the STG first-out first lien leverage ratio was below 3.5x.

The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of September 30, 2025.

During the nine months ended September 30, 2025, STG completed 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.

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

See Credit Agreement and Notes under Note 3.

Notes Payable, Finance Leases, and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreement and Notes under Note 3.

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

During the nine months ended September 30, 2025, STG repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million.

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

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.

During the nine months ended September 30, 2025, Sinclair entered into agreements which increased estimated contractual amounts owed for tennis programming rights by $165 million which have terms that extend into 2032.

There were no other material changes to Sinclair’s or SBG’s contractual cash obligations as of September 30, 2025.

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

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

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

Since there was no utilization under the First-Out Revolving Credit Facility as of March 31, 2026, STG was not subject to the financial maintenance covenant under the New Credit Agreement.

As of March 31, 2026, the STG first-out first lien leverage ratio was below 3.5x.

The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of March 31, 2026.

In April 2026, STG repurchased $93 million aggregate principal amount of the Term Loan B-6 and $72 million aggregate principal amount of the Term Loan B-7, both at discounts of face value.

During the three months ended March 31, 2026, there were no material changes to Sinclair’s or SBG’s contractual cash obligations as of March 31, 2026.

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

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

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

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

4 unchanged sentences

The following table sets forth Sinclair’s cash flows for the periods presented (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net cash flows (used in) from operating activities $ (36) $ 210 $ 91 $ (100)

Cash flows (used in) from investing activities:

Three Months Ended March 31,

Net cash flows from operating activities $ 43 $ 5

Cash flows used in investing activities:

Acquisition of property and equipment $ (15) $ (16)

3 unchanged sentences

Other, net 3 —

Net cash flows (used in) from investing activities $ (28) $ (24) $ (93) $ 86

Net cash flows used in investing activities $ (24) $ (42)

Cash flows used in financing activities:

1 unchanged sentence

Repayments of notes payable, commercial bank financing, and finance leases (9) (1,331)

Debt issuance costs — — (110) —

Dividends paid on Class A and Class B Common Stock (18) (17)

Debt issuance costs — (99)

Distributions to noncontrolling interests (3) (3)

2 unchanged sentences

Operating Activities

Net cash flows used in Sinclair’s operating activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in cash collections from Distributors, a decrease in cash collections related to political revenue, and an increase in overhead costs, partially offset by cash receipts from insurance policies in the current period and a decrease in production costs.

Net cash flows from Sinclair’s operating activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors, cash receipts from insurance policies in the current period, and the DSG settlement payment that occurred in the prior period, partially offset by a decrease in cash collections related to political revenue and an increase in production and overhead costs.

Net cash flows from Sinclair’s operating activities increased for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to an increase in cash collections from Distributors, an increase in cash collections related to political revenue, and a decrease in production costs.

Investing Activities

Net cash flows used in Sinclair’s investing activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in the acquisition of property and equipment in the current period.

Net cash flows used in Sinclair’s investing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in the distributions and proceeds from investments and the acquisition of Digital Remedy in the first quarter of 2025.

Net cash flows used in Sinclair’s investing activities decreased for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to the acquisition of Digital Remedy in the first quarter of 2025.

Financing Activities

Net cash flows used in Sinclair’s financing activities decreased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in repayments of debt during the current period due to the Transactions during the first quarter of 2025.

Net cash flows used in Sinclair’s financing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to the Transactions during the first quarter of 2025 and the repurchase of the 5.125% Senior Notes due 2027 during the second quarter of 2025 .

Notes Payable, Finance Leases, and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements for further information related to the Transactions.

LIQUIDITY AND CAPITAL RESOURCES

Sinclair declared a quarterly dividend of $0.25 per share in August 2025 and $0.25 per share in November 2025.

Net cash flows used in Sinclair’s financing activities increased for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to the financing transactions that occurred in the first quarter of 2025.

Sinclair declared a quarterly dividend of $0.25 per share in February 2026 and $0.25 per share in April 2026.

Future dividends on Sinclair’s shares of common stock, if any, will be at the discretion of Sinclair’s Board of Directors and will depend on several factors including Sinclair’s results of operations, cash requirements and surplus, financial condition, covenant restrictions, and other factors that Sinclair’s Board of Directors may deem relevant.

LIQUIDITY AND CAPITAL RESOURCES

Sinclair Broadcast Group, LLC Sources and Uses of Cash

The following table sets forth SBG’s cash flows for the periods presented (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net cash flows (used in) from operating activities $ (22) $ 226 $ 91 $ (86)

Three Months Ended March 31,

Net cash flows from operating activities $ 58 $ 34

Cash flows used in investing activities:

Acquisition of property and equipment $ (14) $ (15)

Purchases of investments — (2) (1) (4)

Distributions and proceeds from investments — 18 — 44

Acquisition of businesses, net of cash acquired (15) —

Other, net 3 —

4 unchanged sentences

Debt issuance costs — (99)

Distributions to member, net (29) (31)

Distributions to noncontrolling interests (3) (2)

(Distributions to) contributions from member, net (50) (63) (97) 48

Net cash flows used in financing activities $ (41) $ (33)

Operating Activities

Net cash flows used in SBG’s operating activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in cash collections from Distributors and a decrease in cash collections related to political revenue, partially offset by cash receipts from insurance policies in the current period and a decrease in production and overhead costs.

Net cash flows from SBG’s operating activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors, cash receipts from insurance policies in the current period, the DSG settlement payment that occurred in the prior period, and a decrease in production and overhead costs, partially offset by a decrease in cash collections related to political revenue.

Net cash flows from SBG’s operating activities increased for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to an increase in cash collections from Distributors, an increase in cash collections related to political revenue, and a decrease in production costs.

Investing Activities

Net cash flows used in SBG’s investing activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from the sale of broadcast investments.

Net cash flows used in SBG’s investing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from the sale of broadcast investments, partially offset by a decrease in the acquisition of property and equipment in the current period.

Net cash flows used in SBG’s investing activities increased for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to the acquisition of the non-license assets of KMYT and KOKI in Tulsa, OK in the first quarter of 2026.

Financing Activities

Net cash flows used in SBG’s financing activities decreased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions to member, net and a decrease in repayments of debt during the current period due to the Transactions during the first quarter of 2025.

Net cash flows used in SBG’s financing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to the Transactions during the first quarter of 2025, the repurchase of the 5.125% Senior Notes due 2027 during the second quarter of 2025, and an increase in distributions to member, net.

Notes Payable, Finance Leases, and Commercial Bank Financing within SBG’s Consolidated Financial Statements for further information related to the Transactions.

Net cash flows used in SBG’s financing activities increased for the three months ended March 31, 2026, when compared to the same period in 2025, primarily due to the financing transactions that occurred in the first quarter of 2025.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

4 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis