Sinclair, Inc 10-Q for FY2026 Q3
Sinclair, Inc. (SBGI)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Sinclair, Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $893M
- up 15.5% from $773M a year earlier
- Net income
- $43M
- compared with a net loss of $1M a year earlier
- Diluted EPS
- $0.60
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2026
OR
For the transition period from to .
COMMISSION FILE NUMBER:
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive office, zip code)
(410 ) 568-1500
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ | ||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file).
| ☒ | No | ☐ | ||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| ☐ | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No | ||||||||||||
As of November 2, 2026, there were 48,630,072 shares of Sinclair, Inc. Class A Common Stock outstanding and 23,755,236 shares of Sinclair, Inc. Class B Common Stock outstanding.
PART I. FINANCIAL INFORMATION
SINCLAIR, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
2
Explanatory Note
Certain numerical information, including certain segment information, is presented on a rounded basis using actual amounts. As a result, certain amounts may not foot, cross-foot, or recalculate based on the amounts presented due to rounding.
3
ITEM 1. FINANCIAL STATEMENTS
4
SINCLAIR, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data) (Unaudited)
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Indefinite-lived intangible assets | |||||||||||
| Customer relationships, net | |||||||||||
| Other definite-lived intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets (a) | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Income taxes payable | |||||||||||
| Current portion of notes payable, finance leases, and commercial bank financing | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Current portion of program contracts payable | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Notes payable, finance leases, and commercial bank financing, less current portion | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Program contracts payable, less current portion | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities (a) | |||||||||||
Commitments and contingencies (See Note 4) | |||||||||||
| Shareholders’ equity: | |||||||||||
Class A Common Stock, $ | |||||||||||
Class B Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Total Sinclair shareholders’ equity | |||||||||||
| Noncontrolling interests | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
(a)Our consolidated total assets as of September 30, 2026 and December 31, 2025 include total assets of variable interest entities (“VIE”) of $16 million and $30 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of September 30, 2026 and December 31, 2025 include total liabilities of VIEs of $4 million and $8 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 7. Variable Interest Entities.
5
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data) (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUE: | |||||||||||||||||||||||
| Media revenue | $ | $ | $ | $ | |||||||||||||||||||
| Non-media revenue | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Media programming and production expenses | |||||||||||||||||||||||
| Media selling, general and administrative expenses | |||||||||||||||||||||||
| Amortization of program costs | |||||||||||||||||||||||
| Non-media expenses | |||||||||||||||||||||||
| Depreciation of property and equipment | |||||||||||||||||||||||
| Corporate general and administrative expenses | |||||||||||||||||||||||
| Amortization of definite-lived intangible assets | |||||||||||||||||||||||
| (Gain) loss on asset dispositions and other, net | ( | ( | ( | ||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | ( | ( | ( | ( | |||||||||||||||||||
| Gain on extinguishment of debt | |||||||||||||||||||||||
| Loss from equity method investments | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| INCOME TAX (PROVISION) BENEFIT | ( | ||||||||||||||||||||||
| NET INCOME (LOSS) | ( | ( | |||||||||||||||||||||
| Net income attributable to the noncontrolling interests | ( | ( | |||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO SINCLAIR | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR: | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted earnings per share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Basic weighted average common shares outstanding (in thousands) | |||||||||||||||||||||||
| Diluted weighted average common and common equivalent shares outstanding (in thousands) | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions) (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Unrealized loss on interest rate swap, net of tax | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to the noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to Sinclair | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS
(in millions, except share and per share data) (Unaudited)
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sinclair Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared and paid on Class A and Class B Common Stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock issued pursuant to employee benefit plans | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests, net | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sinclair Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared and paid on Class A and Class B Common Stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock issued pursuant to employee benefit plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests, net | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS
(in millions, except share and per share data) (Unaudited)
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sinclair Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared and paid on Class A and Class B Common Stock ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock issued pursuant to employee benefit plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests, net | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sinclair Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared and paid on Class A and Class B Common Stock ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock issued pursuant to employee benefit plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests, net | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of subsidiary stock awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions) (Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash flows from operating activities: | |||||||||||
| Amortization of definite-lived intangible and other assets | |||||||||||
| Depreciation of property and equipment | |||||||||||
| Amortization of program costs | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred tax benefit | ( | ( | |||||||||
| Loss on asset dispositions and other, net | |||||||||||
| Loss from equity method investments | |||||||||||
| Loss from investments | |||||||||||
| Distributions from investments | |||||||||||
| Gain on extinguishment of debt | ( | ( | |||||||||
| Debt issuance costs | |||||||||||
| Change in assets and liabilities, net of acquisitions: | |||||||||||
| Decrease in accounts receivable | |||||||||||
| Increase in prepaid expenses and other current assets | ( | ( | |||||||||
| (Decrease) increase in accounts payable and accrued and other current liabilities | ( | ||||||||||
| Net change in net income taxes payable/receivable | |||||||||||
| Decrease in program contracts payable | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash flows from operating activities | |||||||||||
| CASH FLOWS USED IN INVESTING ACTIVITIES: | |||||||||||
| Acquisition of property and equipment | ( | ( | |||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||
| Purchases of investments | ( | ( | |||||||||
| Distributions and proceeds from investments | |||||||||||
| Other, net | |||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| CASH FLOWS USED IN FINANCING ACTIVITIES: | |||||||||||
| Proceeds from notes payable and commercial bank financing | |||||||||||
| Repayments of notes payable, commercial bank financing, and finance leases | ( | ( | |||||||||
| Dividends paid on Class A and Class B Common Stock | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||
| NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ( | |||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations
Sinclair, Inc. (“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 platforms. 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 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.
For the quarter ended September 30, 2026, we had two reportable segments: local media and tennis. The local media segment consists primarily of our 178 broadcast television stations in 79 markets, which we own, provide programming and operating services pursuant to agreements commonly referred to as local marketing agreements (“LMA”), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (“JSA”) and shared services agreements (“SSA”)). These stations broadcast 650 channels as of September 30, 2026. For the purpose of this report, these 178 stations and 650 channels are referred to as “our” stations and channels. The tennis segment consists of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows; Tennis Channel International streaming service; Tennis Channel streaming service; TennisChannel 2, a 24-hour a day free ad-supported streaming television channel; and Tennis.com.
Principles of Consolidation
The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and VIEs for which we are the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation.
We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See Note 7. Variable Interest Entities for more information on our VIEs.
Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.
Interim Financial Statements
The consolidated financial statements for the three and nine months ended September 30, 2026 and 2025 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statements of equity and noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.
As permitted under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.
11
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.
Changes in Accounting Estimates
During the nine months ended September 30, 2026, the Company reassessed the useful lives of certain Federal Communications Commission (“FCC”) licenses previously classified as indefinite-lived intangible assets. Based on this reassessment, management determined that these licenses have finite useful lives and, accordingly, on January 1, 2026, we reclassified $122 15-year life. We assessed our FCC licenses for impairment prior to completion of this change, concluding there were no impairment indicators.
Recent Accounting Pronouncements
In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this guidance.
In December 2025, the FASB issued guidance providing clarifications and organizational improvements to interim financial reporting guidance under Accounting Standard Codification 270. The guidance is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this guidance.
Broadcast Television Programming
We have agreements with programming syndicators for the rights to television programming over contract periods, which generally run from to three years . Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.
The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method. Program costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments.
We assess our program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.
12
Non-cash Investing and Financing Activities
Leased assets obtained in exchange for new operating lease liabilities were $17 million and $7 million for the nine months ended September 30, 2026 and 2025, respectively. Leased assets obtained in exchange for new finance lease liabilities were $7 million for the nine months ended September 30, 2026. Non-cash investing activities included property and equipment purchases of $4
We received equity shares in investments valued at $9 million and $21 million for the nine months ended September 30, 2026 and 2025, respectively, in exchange for an obligation to deliver a similar value of advertising spots.
During the nine months ended September 30, 2026, we completed the acquisition and sale of certain television stations that included non-cash consideration as further described in Acquisitions and Station Disposals below.
During both the three and nine months ended September 30, 2025, 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.
Revenue Recognition
The following table presents our revenue disaggregated by type and segment (in millions):
| For the three months ended September 30, 2026 | Local Media | Tennis | Other | Eliminations | Consolidated | ||||||||||||||||||||||||
| Distribution revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Core advertising revenue | ( | ||||||||||||||||||||||||||||
| Political advertising revenue | |||||||||||||||||||||||||||||
| Other media, non-media, and intercompany revenue | ( | ||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| For the three months ended September 30, 2025 | Local Media | Tennis | Other | Eliminations | Consolidated | ||||||||||||||||||||||||
| Distribution revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Core advertising revenue | ( | ||||||||||||||||||||||||||||
| Political advertising revenue | |||||||||||||||||||||||||||||
| Other media, non-media, and intercompany revenue | ( | ||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| For the nine months ended September 30, 2026 | Local Media | Tennis | Other | Eliminations | Consolidated | ||||||||||||||||||||||||
| Distribution revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Core advertising revenue | ( | ||||||||||||||||||||||||||||
| Political advertising revenue | |||||||||||||||||||||||||||||
| Other media, non-media, and intercompany revenue | ( | ||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| For the nine months ended September 30, 2025 | Local Media | Tennis | Other | Eliminations | Consolidated | ||||||||||||||||||||||||
| Distribution revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Core advertising revenue | ( | ||||||||||||||||||||||||||||
| Political advertising revenue | |||||||||||||||||||||||||||||
| Other media, non-media, and intercompany revenue | ( | ||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
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Distribution Revenue. We generate distribution revenue through fees received from multi-channel video programming distributors (“MVPD”) and virtual MVPDs (“vMVPD,” and together with MVPDs, “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. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to our customers (as usage occurs) which corresponds with the satisfaction of our performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. Our customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material.
Core Advertising Revenue. We generate core advertising revenue primarily from the sale of non-political advertising spots/impressions within our broadcast television and digital platforms.
Political Advertising Revenue. We generate political advertising revenue primarily from the sale of political advertising spots/impressions within our broadcast television and digital platforms.
In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage-based royalty.
For the three months ended September 30, 2026, one customer accounted for 11 % of our total revenue. For the nine months ended September 30, 2026, two customers accounted for 12 % and 10 %, respectively, of our total revenue. For the three months ended September 30, 2025, two customers accounted for 11 % and 10 %, respectively, of our total revenue. For the nine months ended September 30, 2025, two customers accounted for 11 % and 11 %, respectively, of our total revenue. As of September 30, 2026, three customers accounted for 12 %, 11 %, and 10 %, respectively, of our accounts receivable, net. As of December 31, 2025, three customers accounted for 12 %, 11 %, and 10 %, respectively, of our accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.
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Acquisitions and Station Disposals
In February 2026, we acquired the non-license assets of KMYT and KOKI in Tulsa, OK, along with a purchase option to acquire the four television stations that were previously sold in 2025 (as described below). The total consideration for the transaction was $52 million and included the Company transferring the non-license assets of KLEW in Spokane, WA and KEPR, KIMA, KUNW, KORX, and KVVK in Yakima, WA valued at $12 million, the forgiveness of certain outstanding promissory notes and working capital balances in the amount of $21 million, and cash payments (including cash payments related to certain holdbacks) of $19 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 $20 million of definite-lived intangible assets, $10 million of property and equipment, $19 million of other assets, and $3 million of goodwill.
In March 2025, Sinclair Ventures, LLC (“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 nine months ended September 30, 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 within our consolidated statements of operations and our local media segment within Note 6. Segment Data.
In September 2025, we 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 our 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.
Income Taxes
Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three and nine months ended September 30, 2026 and 2025 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies, current and cumulative losses, and forecasts of future taxable income. 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. A valuation allowance has been provided for deferred tax assets related to 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.
Our effective income tax rate for the three months ended September 30, 2026 was greater than the statutory rate primarily due to certain items not deductible for tax purposes. Our effective income tax rate for the nine months ended September 30, 2026 was greater than the statutory rate 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 and an accrual of interest income attributable to prior years’ pending income tax refund claims. Our effective income tax rate for the three months ended September 30, 2025 was greater than the statutory rate primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims. Our effective income tax rate for the nine months ended September 30, 2025 approximated the statutory rate.
We do not believe that our liability for unrecognized tax benefits would be materially impacted, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.
Reclassifications
Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.
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Subsequent Events
In October 2026, we acquired the non-license assets of WWCP in Johnstown, PA for $19 million and are in the process of completing our preliminary purchase price allocation.
In November 2026, our Board of Directors declared a quarterly dividend of $0.25 per share, payable on December 15, 2026, to holders of record at the close of business on December 1, 2026.
2. OTHER ASSETS:
Other assets as of September 30, 2026 and December 31, 2025 consisted of the following (in millions):
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| Equity method investments | $ | $ | |||||||||
| Other investments | |||||||||||
| Notes receivable | |||||||||||
| Income tax receivable | |||||||||||
| Post-retirement plan assets | |||||||||||
| Other | |||||||||||
| Total other assets | $ | $ | |||||||||
Equity Method Investments
We have a portfolio of investments in 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 periods presented.
Other Investments
We measure our investments, excluding equity method investments, at fair value or, in situations where fair value is not readily determinable, we have the option to value investments at cost plus observable changes in value, less impairment. Additionally, certain investments are measured at net asset value (“NAV”).
As of September 30, 2026 and December 31, 2025, we held $180 million and $223 million, respectively, in investments measured at fair value. As of September 30, 2026 and December 31, 2025, we held $141 million and $150 million, respectively, in investments measured at NAV. We recognized a fair value adjustment gain of $4 million and loss of $38 million for the three and nine months ended September 30, 2026, respectively, and a fair value adjustment gain of $19 million and loss of $84 million for the three and nine months ended September 30, 2025, respectively, associated with these investments, which are reflected in other income (expense), net in our consolidated statements of operations. As of September 30, 2026 and December 31, 2025, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $32 million and $42 million, respectively.
Investments accounted for utilizing the measurement alternative were $42 million, net of $1 million of cumulative impairments, and $29 million as of September 30, 2026 and December 31, 2025, respectively. We recorded a $1 million loss related to one investment for the nine months ended September 30, 2026. There were no
3. NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:
Credit Agreement and Notes
Sinclair Television Group, Inc. (“STG”), a wholly-owned subsidiary of Sinclair, is party to a bank credit agreement dated February 12, 2025 (the “Credit Agreement”).
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The Credit Agreement includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the 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 $575 million first-out first lien revolving commitments (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, 2026, STG was not subject to the financial maintenance covenant under the Credit Agreement. As of September 30, 2026, the STG first-out first lien leverage ratio was below 3.5 x. The Credit Agreement contains other restrictions and covenants with which STG was in compliance as of September 30, 2026.
STG completed a series of financing transactions during the nine months ended September 30, 2025. For the nine months ended September 30, 2025 we recorded a gain on extinguishment of the 4.125 % Senior Secured Notes due 2030 and 5.125 % Senior Notes due 2027 of $5 million and $7 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $6 million.
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 for consideration of $85 million and $65 million, respectively. We recorded a gain on extinguishment of the Term Loan B-6 and Term Loan B-7 of $8 million and $5 million, respectively, for the nine months ended September 30, 2026.
In July 2026, STG repurchased $25 million aggregate principal amount of the Term Loan B-7 and the remaining $3 million aggregate principal amount of the Term Loan B-3 for consideration of $21 million and $3 million, respectively. We recorded a gain on extinguishment of the Term Loan B-7 of $4
In July 2026, the remaining $38 million of available borrowing capacity under the credit agreement that was amended as of February 12, 2025 (the “Amended Credit Agreement”) was canceled.
Finance Leases to Affiliates
The current portion of notes payable, finance leases, and commercial bank financing in our consolidated balance sheets includes finance leases to affiliates of $3 4 million and $6 million as of September 30, 2026 and December 31, 2025, respectively. See Note 8. Related Person Transactions.
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
We jointly, severally, unconditionally, and irrevocably guaranteed $2 331 million for the years 2026 through 2029. As of both September 30, 2026 and December 31, 2025, our estimated obligation was $15
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. In April 2026, STG paid down $150 million of the borrowings under the A/R Facility, which was available to re-borrow as of September 30, 2026. The total amount outstanding under the A/R Facility was $225 million and $375 million as of September 30, 2026 and December 31, 2025, respectively. Interest expense related to the A/R Facility was $3 million and $11 million for the three and nine months ended September 30, 2026, respectively.
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Interest Rate Collar
In March 2026, we entered into two interest collar agreements in order to manage a portion of our exposure to variable interest rates. The first agreement has a notional amount of $100 million, an effective date of March 3, 2026, a termination date of August 31, 2027, an interest rate ceiling of 3.75 %, and an interest rate floor of 2.67 %. The second agreement has a notional amount of $100 million, an effective date of March 30, 2026, a termination date of March 30, 2027, an interest rate ceiling of 4.25 %, and an interest rate floor of 3.65 %. The activity associated with these agreements was immaterial for the three and nine months ended September 30, 2026.
4. COMMITMENTS AND CONTINGENCIES:
Litigation, Claims, and Regulatory Matters
We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. Except as noted below, we do not believe the outcome of these matters, individually or in the aggregate, will have a material effect on our financial statements.
FCC Matters
On May 22, 2020, the FCC released an Order and Consent Decree pursuant to which the Company agreed to pay $48 million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture (“NAL”) issued in December 2017 proposing a $13 million fine for alleged violations of the FCC’s sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company’s proposed acquisition of Tribune, and a retransmission related matter. 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 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.
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: WUTB(TV), which the Company subsequently acquired from Deerfield Media in November 2025, and Cunningham Broadcasting Corporation (“Cunningham”) station WNUV(TV), with which the Company has an LMA. On January 18, 2024, a motion was filed to request substitution of the petitioner, who is deceased. 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. The NAL proposed a $0.5 million penalty for each station, totaling $9 million. The licensees filed a response to the NAL on October 15, 2020, asking the FCC to dismiss the proceeding or, alternatively, to reduce the proposed forfeiture to $25,000 per station. On July 28, 2021, the FCC issued a forfeiture order in which the $0.5 million penalty was upheld for all but one station. 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, 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 this matter remains pending. The Company is not a party to this forfeiture order.
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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 (or with whom the Company had LMAs, JSAs, and/or SSAs and has since acquired), 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. On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount. 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 such non-Company licensees have entered into 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
On November 6, 2018, the Company agreed to enter into a proposed consent decree with the DOJ. This consent decree resolves the DOJ’s investigation into the sharing of pacing information among certain stations in some local markets. The DOJ filed the consent decree and related documents in the U.S. District Court for the District of Columbia on November 13, 2018. The U.S. District Court for the District of Columbia entered the consent decree on May 22, 2019. The consent decree is not an admission of any wrongdoing by the Company and does not subject the Company to any monetary damages or penalties. The Company believes that even if the pacing information was shared as alleged, it would not have impacted any pricing of advertisements or the competitive nature of the market. The consent decree requires the Company to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the DOJ has required in previous consent decrees in other industries. The consent decree also requires the Company’s stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management had already instructed them not to do.
The Company is aware of twenty-two putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the broadcast television industry. The actions were consolidated in the United States District Court for the Northern District of Illinois (the “Court”) in October 2018. The plaintiffs allege that the Company and thirteen other broadcasters conspired to fix prices for broadcast television advertising and engaged in unlawful information sharing in violation of the Sherman Antitrust Act. The plaintiffs seek damages, attorneys’ fees, costs and interest, as well as injunctive relief. The Court denied the defendants’ motion to dismiss in November 2020. In December 2023, the Court approved settlements between the plaintiffs and four former defendants totaling $48 million, however the plaintiffs continue to pursue their claims against the Company and the remaining non-settling defendants. During 2025 and 2026, the Court issued various rulings concerning discovery, sanctions and privilege disputes. In November 2025, the Court imposed monetary sanctions on the Company for certain costs incurred by the plaintiffs in investigating the loss of certain cell phone data, while declining as premature the plaintiffs’ request for additional sanctions. In May 2026, the plaintiffs filed a notice of settlement with Griffin Communications, LLC, which remains subject to Court approval. Fact discovery closed on June 1, 2026. The plaintiffs filed a motion for class certification on August 14, 2026, and the defendants filed their opposition on October 7, 2026. A trial is scheduled for November 1, 2027. The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.
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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. Based on the information provided to us by Marquee, Marquee has sufficient cash to make such payments without funding under the Marquee guarantee. For this and other reasons, we do not believe we are contractually required to provide funding under the Marquee guarantee at this time and have so informed Marquee. 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 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. See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further information. 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.
5. EARNINGS PER SHARE:
The following table reconciles income (numerator) and shares (denominator) used in our computations of basic and diluted earnings per share for the periods presented (in millions, except share amounts which are reflected in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income (Numerator) | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Net income attributable to the noncontrolling interests | ( | ( | |||||||||||||||||||||
| Numerator for basic and diluted earnings per common share available to common shareholders | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Shares (Denominator) | |||||||||||||||||||||||
| Basic weighted-average common shares outstanding | |||||||||||||||||||||||
| Dilutive effect of stock-settled appreciation rights and outstanding stock options | |||||||||||||||||||||||
| Diluted weighted-average common and common equivalent shares outstanding | |||||||||||||||||||||||
The following table shows the weighted-average stock-settled appreciation rights and outstanding stock options (in thousands) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Weighted-average stock-settled appreciation rights and outstanding stock options excluded | |||||||||||||||||||||||
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6. SEGMENT DATA:
We measure segment performance based on operating income (loss). For the quarter ended September 30, 2026, we had two reportable segments, local media and tennis. Our local media segment includes our television stations, original networks and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees. See Revenue Recognition under Note 1. Nature of Operations and Summary of Significant Accounting Policies for further detail. Our tennis segment provides viewers coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows. Other and corporate are not reportable segments but are included for reconciliation purposes. Other primarily consists of non-broadcast digital and internet solutions, technical services, and non-media investments. Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location. All our businesses are located within the United States. The local media segment assets are owned and operated by our wholly-owned subsidiary, Sinclair Broadcast Group, LLC (“SBG”), and the assets of the tennis segment and the assets in other and corporate are owned and operated by Ventures.
Segment financial information is included in the following tables for the periods presented (in millions):
| As of September 30, 2026 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
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| For the three months ended September 30, 2026 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | (b) | $ | |||||||||||||||||||||||||
| Media programming and production expenses | ||||||||||||||||||||||||||||||||
| Media selling, general and administrative expenses | ( | |||||||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | ||||||||||||||||||||||||||||||||
| Amortization of program costs | ||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | ||||||||||||||||||||||||||||||||
| Gain on asset dispositions and other, net | ( | ( | ||||||||||||||||||||||||||||||
| Other segment items (a) | ||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Loss from equity method investments | ( | ( | ||||||||||||||||||||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
| For the three months ended September 30, 2025 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | (b) | $ | |||||||||||||||||||||||||
| Media programming and production expenses | ||||||||||||||||||||||||||||||||
| Media selling, general and administrative expenses | ( | |||||||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | ||||||||||||||||||||||||||||||||
| Amortization of program costs | ||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | ||||||||||||||||||||||||||||||||
| Gain on asset dispositions and other, net | ( | ( | ( | |||||||||||||||||||||||||||||
| Other segment items (a) | ( | |||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Loss from equity method investments | ( | ( | ||||||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
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| For the nine months ended September 30, 2026 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | (b) | $ | |||||||||||||||||||||||||
| Media programming and production expenses | ||||||||||||||||||||||||||||||||
| Media selling, general and administrative expenses | ( | |||||||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | ( | |||||||||||||||||||||||||||||||
| Amortization of program costs | ||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | ||||||||||||||||||||||||||||||||
| Loss on asset dispositions and other, net | ||||||||||||||||||||||||||||||||
| Other segment items (a) | ( | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Loss from equity method investments | ( | ( | ( | |||||||||||||||||||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||||||||
| For the nine months ended September 30, 2025 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | (b) | $ | |||||||||||||||||||||||||
| Media programming and production expenses | ||||||||||||||||||||||||||||||||
| Media selling, general and administrative expenses | ( | |||||||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | ||||||||||||||||||||||||||||||||
| Amortization of program costs | ||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | ||||||||||||||||||||||||||||||||
| (Gain) loss on asset dispositions and other, net | ( | ( | ||||||||||||||||||||||||||||||
| Other segment items (a) | ( | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Loss from equity method investments | ( | ( | ( | |||||||||||||||||||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||||||||
(a)Other segment items relate primarily to non-media expenses.
(b)Includes $10 million and $27 million for the three and nine months ended September 30, 2026, respectively, and $5 million and $14 million for the three and nine months ended September 30, 2025, respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.
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7. VARIABLE INTEREST ENTITIES:
Certain of our stations provide services to other station owners within the same respective market through agreements, such as LMAs, where we provide programming, sales, operational, and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational, and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase the license related assets of the licensee. We typically own the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary but generally have initial terms of over five years with several optional renewal terms. Based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary when, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and we absorb losses and returns that would be considered significant to the VIEs. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation.
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 the dates presented, were as follows (in millions):
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill and indefinite-lived intangible assets | |||||||||||
| Definite-lived intangible assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Other current liabilities | $ | $ | |||||||||
| Notes payable, finance leases and commercial bank financing, less current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
The amounts above represent the combined assets and liabilities of the VIEs described above, for which we are the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $117 million and $116 million as of September 30, 2026 and December 31, 2025, respectively, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of September 30, 2026, all of the liabilities are non-recourse to us except for the debt of certain VIEs. See Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion. The risk and reward characteristics of the VIEs are similar.
Other VIEs
We have several investments in entities which are considered VIEs. However, we do not participate in the management of these entities, including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs.
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The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $71 million and $69 million as of September 30, 2026 and December 31, 2025, respectively, and are included in other assets in our consolidated balance sheets. See Note 2. Other Assets for more information related to our equity investments. Our maximum exposure is equal to the carrying value of our investments. The income and loss related to equity method investments and other investments are recorded in loss from equity method investments and other income (expense), net, respectively, in our consolidated statements of operations. We recorded gains of $5 million and $2 million for the three and nine months ended September 30, 2026, respectively, and losses of $4 million and $6 million for the three and nine months ended September 30, 2025, respectively.
8. RELATED PERSON TRANSACTIONS:
Transactions With Our Controlling Shareholders
David, Frederick, J. Duncan, and Robert Smith (collectively, the “controlling shareholders”) are brothers and hold substantially all of our Class B Common Stock and some of our Class A Common Stock. We engaged in the following transactions with them and/or entities in which they have substantial interests:
Leases. Certain assets used by us and our operating subsidiaries are leased from entities owned by the controlling shareholders. Lease payments made to these entities were $2 million and $5 million for the three and nine months ended September 30, 2026, respectively, and $2 million and $5 million for the three and nine months ended September 30, 2025, respectively. For further information, see Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.
Charter Aircraft. We leased aircraft owned by certain controlling shareholders. For all leases, we incurred expenses of $0.2 million for the nine months ended September 30, 2025.
The Baltimore Sun. David Smith is the majority shareholder of The Baltimore Sun. 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 $0.4 million and $1 million for the three and nine months ended September 30, 2026, respectively, and $0.6 million and $0.9 million for the three and nine months ended September 30, 2025, 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 less than $0.1 0.1
Cunningham Broadcasting Corporation
Cunningham owns a portfolio of television stations, including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; KRNV-DT/KENV-DT Reno, Nevada/Salt Lake City, Utah; and KTXD-TV in Dallas, Texas (collectively, the “Cunningham Stations”). Certain of our stations provide services to certain Cunningham Stations pursuant to LMAs or JSAs and SSAs. See Note 7. Variable Interest Entities, for further discussion of the scope of services provided under these types of arrangements. The agreements with KRNV-DT/KENV-DT, WBSF-TV and WDBB-TV expire between November 2029 and April 2030 and certain stations have renewal provisions for successive eight-year periods. On March 1, 2026, we exercised purchase options for WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan; WEMT-TV Tri-Cities, Tennessee; WYDO-TV Greenville, North Carolina; KBVU-TV/KCVU-TV Eureka/Chico-Redding, California; and WPFO-TV Portland, Maine, which were previously owned by Cunningham (collectively, the “Purchased Stations”) and these stations are now owned and operated by the Company.
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The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is one additional five-year renewal term remaining with final expiration on July 1, 2033. We also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant us the right to acquire, and grant Cunningham the right to require us to acquire, subject to applicable FCC rules and regulations, 100 % of the capital stock or the assets of these individual subsidiaries of Cunningham. Pursuant to the terms of this agreement we are obligated to pay Cunningham an annual fee for the television stations equal to the greater of (i) 3 % of each station’s annual net broadcast revenue or (ii) $6 million. The aggregate purchase price of these television stations increases by 6 % annually. A portion of the fee is required to be applied to the purchase price to the extent of the 6 % increase. The cumulative prepayments made under these purchase agreements were $76 million and $73 million as of September 30, 2026 and December 31, 2025, respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both September 30, 2026 and December 31, 2025, was approximately $54 0.2 million. Under these agreements, we paid Cunningham $3 million and $9 million for the three and nine months ended September 30, 2026, respectively, and $3 million and $9 million for the three and nine months ended September 30, 2025, respectively.
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 $3 million and $10 million for the three and nine months ended September 30, 2026, respectively, and $33 million and $97 million for the three and nine months ended September 30, 2025, respectively, related to the Cunningham Stations and, prior to March 1, 2026, the Purchased 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. In addition, we have an agreement with Cunningham to provide a news share service with the Johnstown, PA station for an annual fee of $0.6 million, which increases by 2 % on each anniversary and is set to expire in November 2028. These agreements were terminated as of October 1, 2026 in conjunction with our purchase of the non-license assets of the station. See Subsequent Events within Note 1. Nature of Operations and Summary of Significant Accounting Policies for further discussion.
We have multi-cast agreements with Cunningham Stations in the Anderson, South Carolina; Baltimore, Maryland; Charleston, West Virginia and Dallas, Texas markets and, prior to March 1, 2026, also with stations in Eureka/Chico-Redding California; Tri-Cities, Tennessee; Portland, Maine; and Greenville, North Carolina markets. In exchange for carriage of these networks in their markets, we paid $0.3 million and $1 million for the three and nine months ended September 30, 2026, respectively, and $0.3 million and $1 million for the three and nine months ended September 30, 2025, respectively, under these agreements.
All the non-voting stock of the Cunningham Stations is owned by trusts for the benefit of the children of our controlling shareholders. We consolidate certain subsidiaries of Cunningham with which we have variable interests through various arrangements related to the Cunningham Stations.
WG Communications Group
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 $0.1 0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, and made payments to WGC of less than $0.1 million for the nine months ended September 30, 2025.
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Employees
Jason Smith, an employee of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Company’s Board of Directors. Jason Smith received total compensation of $0.3 1 million and $0.9 million for the nine months ended September 30, 2026 and 2025, respectively, consisting of salary and bonus, and was granted 144,300 and 159,607 shares of restricted stock, vesting over two years
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 Company’s Board of Directors. Ethan White received total compensation of $0.1 0.2 5,162 and 3,244 shares of restricted stock, vesting over two years
Ryan McCoy, an employee of the Company, is the son-in-law of J. Duncan Smith. Ryan McCoy received total compensation of less than $0.1 0.1
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 less than $0.1 0.1 285 shares of restricted stock, vesting over two years , during the nine months ended September 30, 2025.
Frederick Smith is the brother of David Smith, Executive Chairman of the Company and Chairman of the Company’s Board of Directors; Robert Smith, a member of the Company’s Board of Directors; and J. Duncan Smith. Frederick Smith received total compensation of $0.2 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively, and $1 million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively, consisting of salary and bonus.
J. Duncan Smith is the brother of David Smith, Frederick Smith, and Robert Smith. J. Duncan Smith received total compensation of $0.2 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively, and $1 million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively, consisting of salary and bonus.
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9. FAIR VALUE MEASUREMENTS:
Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The following table sets forth the face value and fair value of our financial assets and liabilities for the periods presented (in millions):
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| Face Value | Fair Value | Face Value | Fair Value | ||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||
| Investments in equity securities | N/A | $ | N/A | $ | |||||||||||||||||||
| Money market funds | N/A | N/A | |||||||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Investments in equity securities (a) | N/A | N/A | |||||||||||||||||||||
| Deferred compensation assets | N/A | N/A | |||||||||||||||||||||
| Deferred compensation liabilities | N/A | N/A | |||||||||||||||||||||
| STG (b): | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
| Term Loan B-3, due April 1, 2028 (d) | |||||||||||||||||||||||
| Term Loan B-6, due December 31, 2029 (c) | |||||||||||||||||||||||
| Term Loan B-7, due December 31, 2030 (c) (d) | |||||||||||||||||||||||
| A/R Facility (c) | |||||||||||||||||||||||
| Debt of variable interest entities (b) | |||||||||||||||||||||||
| Level 3: | |||||||||||||||||||||||
| Investments in equity securities | N/A | N/A | |||||||||||||||||||||
N/A - Not applicable
(a)Consists of warrants to acquire marketable common equity securities. The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.
(b)Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $47 million and $55 million as of September 30, 2026 and December 31, 2025, respectively.
(c)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 for consideration of $85 million and $65 million, respectively, and paid down $150 million of the borrowings under the A/R Facility.
(d)In July 2026, STG repurchased $25 million aggregate principal amount of the Term Loan B-7 and the remaining $3 million aggregate principal amount of the Term Loan B-3 for consideration of $21 million and $3 million, respectively.
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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 for the three and nine months ended September 30, 2026 and 2025 (in millions):
| Three Months Ended September 30, 2026 | |||||
| Fair value at June 30, 2026 | $ | ||||
| Fair value at September 30, 2026 | $ | ||||
| Nine Months Ended September 30, 2026 | |||||
| Fair value at December 31, 2025 | $ | ||||
| Fair value at September 30, 2026 | $ | ||||
| Three Months Ended September 30, 2025 | |||||
| Fair value at June 30, 2025 | $ | ||||
| Fair value at September 30, 2025 | $ | ||||
| Nine Months Ended September 30, 2025 | |||||
| Fair value at December 31, 2024 | $ | ||||
| Transfer to Level 2 | ( | ||||
| Measurement adjustments | ( | ||||
| Fair value at September 30, 2025 | $ | ||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties, and assumptions about us, including, among other things, the following risks. All risk factors are deemed to be related to both Sinclair, Inc. (“the Company” or “Sinclair”) and its subsidiaries.
Industry risks
•Financial and economic conditions, including inflation, may have an adverse impact on our industry, customers, business, and results of operations or financial condition;
•the performance of networks and syndicators that provide us with programming content, as well as the performance of internally originated programming;
•Distributor subscriber churn due to the impact of technological changes, the proliferation of over-the-top (“OTT”) direct-to-consumer platforms, the loss of key entertainment and sports programming previously exclusively available to subscribers, and economic conditions on consumers’ desire to pay for subscription services;
•the business conditions of the Distributors we do business with and their ability to pay to broadcast our content on their distribution platforms;
•the loss of appeal of our local news, network content, syndicated program content, and sports programming, which may be unpredictable;
•the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;
•the availability and cost of rights to air professional tennis tournaments;
•our relationships with networks and their strategies to distribute their programming via means other than their local television affiliates, such as OTT or direct-to-consumer content;
•labor disputes and legislation and other union activity associated with film, acting, writing, music, and other guilds;
•the broadcasting community’s ability to develop and adopt a viable mobile digital broadcast television (“mobile DTV”) strategy and platform, such as the adoption of a next generation broadcast standard (“NextGen TV”), the consumer’s appetite for mobile television, and the industry’s acceptance of data distribution services;
•the impact of programming payments charged by networks pursuant to their affiliation agreements with broadcasters requiring compensation for network programming;
•the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter;
•changes in television rating measurement methodologies that could negatively impact audience results;
•the ability of advertisers to coordinate and determine local advertising rates as a consortium;
•the lack of our ability to negotiate directly with vMVPDs for the distribution of much of our content;
•the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast; and
•the impact of Distributors and OTTs offering “skinny” programming bundles that may not include television broadcast stations or other programming that we distribute.
Regulatory risks
•The FCC proceeding regarding the roll-out of NextGen TV and the sunset of ATSC 1.0 could impact business-use cases for the NextGen TV technology and the timeframe for the discontinuance of ATSC 1.0;
•the potential for additional governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership regulations limiting over-the-air television’s ability to compete effectively (including regulations relating to JSA, SSA, LMA, the national ownership cap, and the UHF discount), arbitrary enforcement by the FCC including indecency regulations, retransmission consent regulations, and political or other advertising restrictions, such as payola rules;
•the impact of FCC and Congressional efforts which may restrict a television station’s retransmission consent negotiations;
•the impact of FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;
•the potential impact of deregulation allowing the networks to purchase additional stations in our markets;
•the potential impact from changes in lowest unit rate applicability associated with political advertising spots;
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•our ability to obtain regulatory approval for transactions related to FCC licenses;
•the potential impact from changes in industry ownership and multicast rules;
•our response to corporate social responsibility considerations, and compliance with laws and regulations related thereto; and
•the impact of foreign government rules related to digital and online assets.
Risks specific to us
•Our ability to attract and maintain local, national, and network advertising and successfully participate in new sales channels such as programmatic and addressable advertising through business partnership ventures and the development of technology;
•our ability to service our debt obligations and operate our business under restrictions contained in our financing agreements;
•our use of derivative financial instruments to reduce interest rate risk may result in added volatility in the amount of interest expense recorded within our financial results and the amount of cash interest paid;
•our ability to successfully implement and monetize our own content management system designed to provide our viewers significantly improved content via the internet and other digital platforms;
•our ability to successfully negotiate retransmission consent and distribution agreements for our existing and any acquired businesses with favorable terms;
•the ability of stations which we consolidate, but do not negotiate on their behalf, to successfully renegotiate retransmission consent and affiliation fees (cable network fees) agreements and comply with laws and regulations that apply to them;
•our ability to renew our FCC licenses;
•our ability to identify investment opportunities;
•our ability to successfully integrate any acquired businesses, as well as the success of our new content and distribution initiatives in a competitive environment, including CHARGE!, ROAR, Comet, The Nest, podcasts, other original programming, mobile DTV, FAST channels, and direct-to-consumer platforms;
•our ability to maintain our affiliation and programming service agreements with our networks and program service providers and, at renewal, to successfully negotiate these agreements with favorable terms;
•our ability to generate synergies and leverage new revenue opportunities;
•changes in the makeup of the population in the areas where our stations are located;
•our ability to effectively respond to technology affecting our industry;
•our ability to deploy NextGen TV nationwide, including the ability and appetite of manufacturers to install the technology within their products, as well as monetize the associated technology;
•the strength of ratings for our local news broadcasts including our news sharing arrangements;
•risks associated with the use or delayed use of artificial intelligence by us and third parties, including our use or delayed use in the operations of our business;
•the results of prior year tax audits by taxing authorities;
•our ability to execute on our investment and growth strategies related to our subsidiary, Ventures; and
•our ability to monetize our investments in real estate, venture capital and private equity holdings, and direct strategic investments in companies.
General risks
•The impact of changes in national and regional economies and credit and capital markets, including the impact of potential tariffs and trade restrictions;
•loss of consumer confidence;
•the potential impact of changes in tax law;
•the activities of our competitors;
•risks associated with the inability of key suppliers and other third parties to provide services to us;
•geopolitical conditions, including the war in Ukraine, conflicts in the Middle East, potential tariffs and international trade sanctions, could negatively impact global supply prices and disrupt supply chain levels, which could negatively impact the operations of us, our customers, our vendors, and our Distributors;
•natural disasters and pandemics that impact our employees, Distributors, advertisers, suppliers, stations, and networks; and
•cybersecurity incidents, data privacy, and other information technology failures related to us, our vendors and those within our vendors’ supply chain have and in the future may, adversely affect us and disrupt our operations.
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Other matters set forth in this report, including any Risk Factors set forth in Item 1A of this Quarterly Report on Form 10-Q and those in our Annual Report on Form 10-K for the year ended December 31, 2025, may also cause actual results in the future to differ materially from those described in the forward-looking statements. However, additional factors and risks not currently known to us or that we currently deem immaterial may also cause actual results in the future to differ materially from those described in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of these risks, uncertainties, and assumptions, events described in the forward-looking statements discussed in this report might not occur.
The following Management’s Discussion and Analysis provides qualitative and quantitative information about our financial performance and condition and should be read in conjunction with our consolidated financial statements and the accompanying notes to those statements. This discussion consists of the following sections:
Summary of Significant Events — financial events during the three months ended September 30, 2026 and through the date this Report on Form 10-Q is filed.
Results of Operations — an analysis of our revenue and expenses for the three and nine months ended September 30, 2026 and 2025.
Liquidity and Capital Resources — a discussion of our primary sources of liquidity and an analysis of our cash flows from or used in operating activities, investing activities, and financing activities during the three and nine months ended September 30, 2026.
SUMMARY OF SIGNIFICANT EVENTS
Content and Distribution
•In September 2026, Sinclair and ABC entered into a comprehensive multi-year agreement that renews station affiliation agreements for 27 of SBG’s owned and/or operated ABC affiliates.
•In October 2026, Sinclair and CBS entered into a comprehensive multi-year agreement that renews station affiliation agreements for 21 of SBG’s owned CBS affiliates.
Transactions
•In October 2026, Sinclair purchased the non-license assets of WWCP in Johnstown, PA.
•In October 2026, Sinclair acquired WGWG in Charleston, SC.
Corporate Social Responsibility Practices
•In August 2026, we awarded scholarships to 15 university students as part of our annual scholarship program.
•To date in 2026, our newsrooms have won a total of 212 journalism awards.
Financing, Capital Allocation, and Shareholder Returns
•In July 2026, STG repurchased $25 million aggregate principal amount of the Term Loan B-7 and the remaining $3 million aggregate principal amount of the Term Loan B-3, both at discounts to face value.
•In August 2026, we declared a quarterly dividend of $0.25 per share. In November 2026, we declared a quarterly dividend of $0.25 per share.
Other
•In August 2026, we determined that David Bochenek, our Senior Vice President and Chief Accounting Officer will separate from employment with the Company effective as of November 9, 2026 (such date, the “Separation Date”). Mr. Bochenek will remain the Senior Vice President and Chief Accounting Officer and will assist the Company with transitional matters through the Separation Date.
32
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, 2026, we had two reportable segments for accounting purposes, local media and tennis.
Seasonality / Cyclicality
The operating results of our local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. 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’ 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. The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the number and significance of tournaments that are played during those periods.
Operating Data
The following table sets forth our consolidated operating data for the periods presented (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Media revenue | $ | 885 | $ | 765 | $ | 2,519 | $ | 2,312 | |||||||||||||||
| Non-media revenue | 8 | 8 | 21 | 21 | |||||||||||||||||||
| Total revenue | 893 | 773 | 2,540 | 2,333 | |||||||||||||||||||
| Media programming and production expenses | 419 | 413 | 1,255 | 1,251 | |||||||||||||||||||
| Media selling, general and administrative expenses | 207 | 203 | 638 | 595 | |||||||||||||||||||
| Depreciation and amortization expenses | 66 | 62 | 199 | 183 | |||||||||||||||||||
| Amortization of program costs | 16 | 21 | 52 | 57 | |||||||||||||||||||
| Non-media expenses | 15 | 12 | 43 | 36 | |||||||||||||||||||
| Corporate general and administrative expenses | 38 | 40 | 132 | 137 | |||||||||||||||||||
| (Gain) loss on asset dispositions and other, net | (2) | (36) | 10 | (19) | |||||||||||||||||||
| Operating income | $ | 134 | $ | 58 | $ | 211 | $ | 93 | |||||||||||||||
| Net income (loss) attributable to Sinclair | $ | 43 | $ | (1) | $ | (13) | $ | (221) | |||||||||||||||
33
Local Media Segment
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) | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Distribution revenue | $ | 373 | $ | 370 | 1% | $ | 1,164 | $ | 1,145 | 2% | |||||||||||||||||||||||||
| Core advertising revenue | 258 | 269 | (4)% | 779 | 812 | (4)% | |||||||||||||||||||||||||||||
| Political advertising revenue | 135 | 6 | n/m | 212 | 18 | n/m | |||||||||||||||||||||||||||||
| Other media revenue | 22 | 22 | —% | 65 | 65 | —% | |||||||||||||||||||||||||||||
| Media revenue (a) | $ | 789 | $ | 667 | 18% | $ | 2,221 | $ | 2,040 | 9% | |||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||
| Media programming and production expenses | $ | 381 | $ | 378 | 1% | $ | 1,143 | $ | 1,148 | —% | |||||||||||||||||||||||||
| Media selling, general and administrative expenses (b) | 174 | 165 | 5% | 521 | 497 | 5% | |||||||||||||||||||||||||||||
| Depreciation and amortization expenses | 59 | 56 | 5% | 178 | 166 | 7% | |||||||||||||||||||||||||||||
| Amortization of program costs | 16 | 21 | (24)% | 52 | 57 | (9)% | |||||||||||||||||||||||||||||
| Corporate general and administrative expenses | 24 | 21 | 14% | 81 | 85 | (5)% | |||||||||||||||||||||||||||||
| Non-media expenses | 2 | 2 | —% | 6 | 6 | —% | |||||||||||||||||||||||||||||
| (Gain) loss on asset dispositions and other, net | (2) | (3) | (33)% | 2 | (23) | n/m | |||||||||||||||||||||||||||||
| Operating income | $ | 135 | $ | 27 | n/m | $ | 238 | $ | 104 | n/m | |||||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ | 79 | $ | 85 | (7)% | $ | 244 | $ | 311 | (22)% | |||||||||||||||||||||||||
| Gain on extinguishment of debt | $ | 4 | $ | — | n/m | $ | 17 | $ | 6 | m/m | |||||||||||||||||||||||||
| Other income, net | $ | 2 | $ | 2 | —% | $ | 6 | $ | 8 | (25)% | |||||||||||||||||||||||||
n/m - not meaningful
(a)Includes $3 million for both the three months ended September 30, 2026 and 2025 and $8 million for both the nine months ended September 30, 2026 and 2025 of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.
(b)Includes $10 million and $27 million for the three and nine months ended September 30, 2026, respectively, and $5 million and $14 million for the three and nine months ended September 30, 2025, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.
Revenue
Distribution revenue. Distribution revenue, which represents fees earned from Distributors for our broadcast signals, increased $3 million or 1% for the three months ended September 30, 2026, when compared to the same period in 2025. Contractual rate increases favorably impacted period-over-period distribution revenue by high-single digit percentages for the three months ended September 30, 2026, partially offset by subscriber decreases by high-single digit percentages. Distribution revenue increased $19 million or 2% for the nine months ended September 30, 2026, when compared to the same period in 2025. Contractual rate increases favorably impacted period-over-period distribution revenue by mid-single digit percentages for the nine months ended September 30, 2026, partially offset by subscriber decreases by mid-single digit percentages.
Core advertising revenue. Core advertising revenue decreased $11 million and $33 million for the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, with no particular product/services category dominating the variance.
Political advertising revenue. Political advertising revenue increased $129 million and $194 million for the three and nine months ended September 30, 2026, respectively, when compared to the same periods 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.
34
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Syndicated/Other programming | 31% | 39% | 35% | 39% | |||||||||||||||||||
| Local news | 32% | 29% | 31% | 29% | |||||||||||||||||||
| Sports programming (a) | 18% | 13% | 15% | 13% | |||||||||||||||||||
| Network programming (a) | 17% | 15% | 16% | 15% | |||||||||||||||||||
| Paid programming | 2% | 4% | 3% | 4% | |||||||||||||||||||
(a)Sports programming includes both local and network sports programming. Network programming is exclusive of any network sports programming.
The following table sets forth our affiliate percentages of advertising revenue for the periods presented:
| Percent of Advertising Revenue for the | |||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| # of Channels | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| ABC | 40 | 27% | 30% | 29% | 29% | ||||||||||||||||||||||||
| FOX | 62 | 25% | 22% | 23% | 22% | ||||||||||||||||||||||||
| CBS | 33 | 23% | 19% | 21% | 20% | ||||||||||||||||||||||||
| NBC | 25 | 14% | 14% | 15% | 13% | ||||||||||||||||||||||||
| CW | 44 | 3% | 5% | 3% | 5% | ||||||||||||||||||||||||
| MNT | 43 | 2% | 3% | 2% | 3% | ||||||||||||||||||||||||
| Other | 403 | 6% | 7% | 7% | 8% | ||||||||||||||||||||||||
| Total | 650 | ||||||||||||||||||||||||||||
Expenses
Media programming and production expenses. Media programming and production expenses increased $3 million for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to an increase related to costs associated with our network affiliation agreements as a result of increased contractual rates, partially offset by a decrease related to costs associated with stations we historically operated under JSA or SSA arrangements but now own and operate. Media programming and production expenses decreased $5 million for the nine months ended September 30, 2026, when compared to the same period in 2025, primarily due to a decrease related to costs associated with stations we historically operated under JSA or SSA arrangements but now own and operate and a decrease in employee compensation, partially offset by an increase related to costs associated with our network affiliation agreements as a result of increased contractual rates.
Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $9 million for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to an increase in national sales commissions related to an increase in national political revenue. Media selling, general and administrative expenses increased $24 million for the nine months ended September 30, 2026, when compared to the same period in 2025, primarily due to an $11 million increase in national sales commissions related to an increase in national political revenue, an increase related to the FCC consent decree entered into in June 2025 which resulted in a reversal of $10 million previously expensed, as further discussed in Litigation, Claims, and Regulatory Matters under Note 4. Commitments and Contingencies within the Consolidated Financial Statements, a $7 million increase in costs relating to our digital business, and a $4 million increase in employee compensation cost, partially offset by a $9 million decrease in information technology costs.
35
Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.
(Gain) loss 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 stations of approximately $8 million. See Acquisitions and Station Disposals under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements.
Depreciation and amortization expenses. Depreciation of property and equipment and amortization of definite-lived intangibles and other assets increased $3 million and $12 million for the three and nine months ended September 30, 2026, respectively, when compared to the same periods 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 the Consolidated Financial Statements.
Amortization of program costs. The amortization of program costs decreased $5 million for both the three and nine months ended September 30, 2026, when compared to the same periods in 2025, primarily related to reduced programming renewal costs.
Interest expense including amortization of debt discount and deferred financing costs. Interest expense decreased $6 million for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to the repurchase of a portion of the Term Loan B-7 during the third quarter of 2026. Interest expense decreased $67 million for the nine months ended September 30, 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 and the repurchase of a portion of the Term Loan B-7 during the second and third quarter of 2026 and Term Loan B-6 during the second quarter of 2026. See Credit Agreement and Notes under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within the Consolidated Financial Statements.
Gain on extinguishment of debt. For the three months ended September 30, 2026, STG repurchased $25 million aggregate principal amount of the Term Loan B-7 and the remaining $3 million aggregate principal amount of the Term Loan B-3 for consideration of $21 million and $3 million, respectively, and recorded a gain on extinguishment of the Term Loan B-7 of $4 million. For the nine months ended September 30, 2026, STG repurchased $93 million aggregate principal amount of the Term Loan B-6, $97 million aggregate principal amount of the Term Loan B-7, and the remaining $3 million aggregate principal amount of the Term Loan B-3, for consideration of $85 million, $86 million, and $3 million, respectively. For the nine months ended September 30, 2026, we recorded a gain on extinguishment of $8 million for the Term Loan B-6 and $9 million for the Term Loan B-7. See Credit Agreement and Notes under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within the Consolidated Financial Statements. For the nine months ended September 30, 2025, we recorded a gain on extinguishment of the 4.125% Senior Secured Notes due 2030 and 5.125% Senior Notes due 2027 of $5 million and $7 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $6 million.
36
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) | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Distribution revenue | $ | 53 | $ | 52 | 2% | $ | 164 | $ | 162 | 1% | |||||||||||||||||||||||||
| Core advertising revenue | 17 | 14 | 21% | 44 | 38 | 16% | |||||||||||||||||||||||||||||
| Other media revenue | 1 | 1 | —% | 3 | 3 | —% | |||||||||||||||||||||||||||||
| Media revenue | $ | 71 | $ | 67 | 6% | $ | 210 | $ | 203 | 3% | |||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||
| Media programming and production expenses | $ | 39 | $ | 35 | 11% | $ | 112 | $ | 101 | 11% | |||||||||||||||||||||||||
| Media selling, general and administrative expenses (a) | 16 | 15 | 7% | 54 | 48 | 13% | |||||||||||||||||||||||||||||
| Depreciation and amortization expenses | 5 | 5 | —% | 15 | 15 | —% | |||||||||||||||||||||||||||||
| Corporate general and administrative expenses | 1 | 1 | —% | 2 | 2 | —% | |||||||||||||||||||||||||||||
| Operating income | $ | 10 | $ | 11 | (9)% | $ | 27 | $ | 37 | (27)% | |||||||||||||||||||||||||
n/m - not meaningful
(a)Includes $3 million for both the three months ended September 30, 2026 and 2025 and $8 million for both the nine months ended September 30, 2026 and 2025 of intercompany expense related to certain services provided by the local media segment, which is eliminated in consolidation.
Revenue
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, 2026, when compared to the same period in 2025. The increase is primarily due to low-single digit percentage increases in contractual rates, partially offset by a decrease in subscribers by a low-single digit percentage for the period. Distribution revenue increased $2 million or 1% for the nine months ended September 30, 2026, when compared to the same period in 2025. The increase is primarily due to mid-single digit percentage increases in contractual rates, partially offset by a decrease in subscribers by a mid-single digit percentage for the period.
Core advertising revenue. Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming. Core advertising revenue increased $3 million and $6 million for the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, primarily due to stronger linear sales.
Expenses
Media programming and production expenses. Media programming and production expenses increased $4 million for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to an increase in tournament production costs. Media programming and production expenses increased $11 million for the nine months ended September 30, 2026, when compared to the same period in 2025, primarily due to an increase in tournament production costs and employee compensation cost.
Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $1 million for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to higher promotional expenses. Media selling, general and administrative expenses increased $6 million for the nine months ended September 30, 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.
37
Other
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) | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Media revenue (a) | $ | 38 | $ | 38 | —% | $ | 123 | $ | 91 | 35% | |||||||||||||||||||||||||
| Non-media revenue (b) | $ | 8 | $ | 10 | (20)% | $ | 23 | $ | 24 | (4)% | |||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||
| Media expenses | $ | 29 | $ | 30 | (3)% | $ | 98 | $ | 74 | 32% | |||||||||||||||||||||||||
| Non-media expenses (c) | $ | 14 | $ | 12 | 17% | $ | 38 | $ | 33 | 15% | |||||||||||||||||||||||||
| (Gain) loss on asset dispositions and other, net | $ | — | $ | (11) | n/m | $ | 8 | $ | (11) | n/m | |||||||||||||||||||||||||
| Operating income (loss) | $ | 1 | $ | 14 | (93)% | $ | (7) | $ | 14 | n/m | |||||||||||||||||||||||||
| Loss from equity method investments | $ | — | $ | (2) | n/m | $ | (3) | $ | (7) | (57)% | |||||||||||||||||||||||||
| Other income (expense), net | $ | 8 | $ | 25 | (68)% | $ | (25) | $ | (68) | (63)% | |||||||||||||||||||||||||
n/m - not meaningful
(a)Media revenue for the three and nine months ended September 30, 2026 includes $10 million and $27 million, respectively, and for the three and nine months ended September 30, 2025 includes $5 million and $14 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 revenues for the three and nine months ended September 30, 2026 includes $1 million and $2 million, respectively, and for the three and nine months ended September 30, 2025 includes $2 million and $3 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 nine months ended September 30, 2026 includes $1 million, and for the three and nine months ended September 30, 2025 includes $2 million and $3 million, respectively, of intercompany expense related to certain services and sales provided by the local media segment, which is eliminated in consolidation.
Revenue. Media revenue remained flat for the three months ended September 30, 2026, when compared to the same period in 2025. Media revenue increased $32 million for the nine months ended September 30, 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 the Consolidated Financial Statements. Non-media revenue decreased $2 million and $1 million for the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, primarily due to a decrease in broadcast equipment sales.
Expenses. Media expenses increased $24 million for the nine months ended September 30, 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 the Consolidated Financial Statements. Non-media expenses increased $2 million for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to increased legal and consulting costs. Non-media expenses increased $5 million for the nine months ended September 30, 2026, when compared to the same period in 2025, primarily due to increased employee compensation cost.
(Gain) loss on asset dispositions and other, net. During the nine months ended September 30, 2026, we recorded a non-cash impairment of $8 million related to one of our real estate investments.
Other income (expense), net. During the three months ended September 30, 2026 and 2025, we recognized fair value adjustment gains of $4 million and $19 million, respectively, associated with investments measured at fair value and NAV. During the nine months ended September 30, 2026 and 2025, we recognized fair value adjustment losses of $38 million and $84 million, respectively, associated with investments measured at fair value and NAV.
38
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 Increase/ (Decrease) | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | $ | 38 | $ | 40 | (5)% | $ | 132 | $ | 137 | (4)% | |||||||||||||||||||||||||
| (Gain) loss on asset dispositions and other, net | $ | (2) | $ | (36) | (94)% | $ | 10 | $ | (19) | n/m | |||||||||||||||||||||||||
| Income tax (provision) benefit | $ | (23) | $ | 1 | n/m | $ | 23 | $ | 61 | (62)% | |||||||||||||||||||||||||
n/m - not meaningful
The table above and explanations that follow cover total consolidated corporate and unallocated expenses.
Corporate general and administrative expenses. Corporate general and administrative expenses decreased $2 million for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to a decrease in employee compensation cost. Corporate general and administrative expenses decreased $5 million for the nine months ended September 30, 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 the Consolidated Financial Statements.
(Gain) loss on asset dispositions and other, net. During the nine months ended September 30, 2026, we recorded a non-cash impairment of $8 million related to one of our real estate investments. During the nine months ended September 30, 2025 we recognized a loss of $8 million related to the sale of certain local media assets 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 the Consolidated Financial Statements, which were offset by gains of $45 million related to proceeds from our cyber and directors and officers insurance policies.
Income tax (provision) benefit. The effective tax rate for the three months ended September 30, 2026 was a provision of 34.1% as compared to a benefit of 188.6% during the same period in 2025. The decrease in the effective tax rate for the three months ended September 30, 2026, when compared to the same period in 2025, is primarily due to a small book loss in 2025 compared to book income in 2026.
The effective tax rate for the nine months ended September 30, 2026 was a benefit of 63.0% as compared to a benefit of 22.1% during the same period in 2025. The increase in the effective tax rate for the nine months ended September 30, 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 and an accrual of interest income attributable to prior years’ pending income tax refund claims.
39
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2026, we had net working capital of approximately $704 million, including $659 million in cash and cash equivalent balances, of which $170 million relates to our local media business, and $724 million of available borrowing capacity, including $574 million under the Credit Agreement and $150 million under the A/R Facility. As of September 30, 2026, we expected cash on hand, cash generated by our operations, and borrowing capacity under the Credit Agreement and the A/R Facility to be used as our 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 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, 2026, STG was not subject to the financial maintenance covenant under the Credit Agreement. As of September 30, 2026, the STG first-out first lien leverage ratio was below 3.5x. The Credit Agreement contains other restrictions and covenants with which STG was in compliance as of September 30, 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 to face value, and paid down $150 million of the borrowings under the revolving A/R Facility.
In July 2026, STG repurchased $25 million aggregate principal amount of the Term Loan B-7 and the remaining $3 million aggregate principal amount of the Term Loan B-3, both at discounts to face value, and canceled the remaining $38 million of available borrowing capacity under the Amended Credit Agreement.
During the nine months ended September 30, 2026, we entered into agreements which increased estimated contractual amounts owed for programming rights by $886 million which have terms that extend into 2030. There were no other material changes to our contractual cash obligations as of September 30, 2026.
We anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, and borrowing capacity under the 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. We anticipate that existing cash and cash equivalents and cash flow from the tennis segment and other’s operations will be sufficient to satisfy the tennis segment’s and other’s 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, our advertisers, and our Distributors and their subscribers, could affect our liquidity and first-out first lien leverage ratio which could affect our ability to access the full borrowing capacity under the Credit Agreement. In addition to the sources described above, we 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 equity, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for equity, or the sale of assets. However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to us.
40
Sources and Uses of Cash
The following table sets forth our cash flows for the periods presented (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net cash flows from (used in) operating activities | $ | 129 | $ | (36) | $ | 238 | $ | 91 | |||||||||||||||
| Cash flows used in investing activities: | |||||||||||||||||||||||
| Acquisition of property and equipment | $ | (20) | $ | (22) | $ | (55) | $ | (55) | |||||||||||||||
| Acquisition of businesses, net of cash acquired | — | — | (15) | (25) | |||||||||||||||||||
| Purchases of investments | (16) | (6) | (24) | (26) | |||||||||||||||||||
| Distributions and proceeds from investments | — | — | 45 | 13 | |||||||||||||||||||
| Other, net | 9 | — | 13 | — | |||||||||||||||||||
| Net cash flows used in investing activities | $ | (27) | $ | (28) | $ | (36) | $ | (93) | |||||||||||||||
| Cash flows used in financing activities: | |||||||||||||||||||||||
| Proceeds from notes payable and commercial bank financing | $ | — | $ | — | $ | — | $ | 1,430 | |||||||||||||||
| Repayments of notes payable, commercial bank financing, and finance leases | (29) | (6) | $ | (344) | $ | (1,420) | |||||||||||||||||
| Dividends paid on Class A and Class B Common Stock | (19) | (18) | (55) | (52) | |||||||||||||||||||
| Debt issuance costs | — | — | — | (110) | |||||||||||||||||||
| Distributions to noncontrolling interests | (1) | (2) | (4) | (8) | |||||||||||||||||||
| Other, net | 2 | — | (6) | (9) | |||||||||||||||||||
| Net cash flows used in financing activities | $ | (47) | $ | (26) | $ | (409) | $ | (169) | |||||||||||||||
Operating Activities
Net cash flows from our operating activities increased for both the three and nine months ended September 30, 2026, when compared to the same periods in 2025, primarily due to an increase in cash collections related to political revenue and an increase in cash collections from Distributors, partially offset by an increase in production and overhead costs.
Investing Activities
Net cash flows used in our investing activities remained relatively flat for the three months ended September 30, 2026, when compared to the same period in 2025. Net cash flows used in our investing activities decreased for the nine months ended September 30, 2026, when compared to the same period in 2025, primarily due to an increase in distributions and proceeds from investments in 2026 and the acquisition of Digital Remedy in the first quarter of 2025.
Financing Activities
Net cash flows used in our financing activities increased for the three months ended September 30, 2026, when compared to the same period in 2025, primarily due to the repurchase of a portion of the Term Loan B-7 and the remaining Term Loan B-3 during the third quarter of 2026. Net cash flows used in our financing activities increased for the nine months ended September 30, 2026, when compared to the same period in 2025, primarily due to the repurchase of a portion of the Term Loan B-6 and Term Loan B-7 and the pay down of borrowings under the A/R Facility during the second quarter of 2026 and the repurchase of a portion of the Term Loan B-7 and the remaining Term Loan B-3 during the third quarter of 2026. See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within the Consolidated Financial Statements for further information.
We declared a quarterly dividend of $0.25 per share in August 2026 and $0.25 per share in November 2026. Future dividends on our shares of common stock, if any, will be at the discretion of our Board of Directors and will depend on several factors including our results of operations, cash requirements and surplus, financial condition, covenant restrictions, and other factors that our Board of Directors may deem relevant.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There were no changes to the critical accounting policies and estimates from those disclosed in Critical Accounting Policies and Estimates under Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report on Form 10-K for the year ended December 31, 2025 with the exception of the change related to the reclassification of our FCC license assets from indefinite-lived to definite-lived as further discussed within the Changes in Accounting Estimates section of Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the quantitative and qualitative discussion about market risk previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the design and effectiveness of our disclosure controls and procedures as of September 30, 2026.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Assessment of Effectiveness of Disclosure Controls and Procedures
Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42
Limitations on the Effectiveness of Controls
Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are party to lawsuits and claims from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions.
See Litigation, Claims, and Regulatory Matters under Note 4. Commitments and Contingencies within the Consolidated Financial Statements for discussion related to certain pending lawsuits.
ITEM 1A. RISK FACTORS
As of the date of this report, there have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026, none of our directors or officers adopted terminated
ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101 | The Company’s Consolidated Financial Statements and related Notes for the quarter ended September 30, 2026 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language). | |||||||
| 104 | Cover Page Interactive Data File (included in Exhibit 101). | |||||||
** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
44
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the 4th day of November 2026.
| SINCLAIR, INC. | ||||||||
| By: | /s/ David R. Bochenek | |||||||
| David R. Bochenek | ||||||||
| Senior Vice President/Chief Accounting Officer | ||||||||
| (Authorized Officer and Chief Accounting Officer) | ||||||||
45
EXHIBIT 31.1
CERTIFICATION
I, Christopher S. Ripley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sinclair, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
A) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
B) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
C) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
D) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
A) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
B) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 4, 2026 | /s/ Christopher S. Ripley | ||||||||||||
| Signature: | Christopher S. Ripley | |||||||||||||
| Chief Executive Officer | ||||||||||||||
EXHIBIT 31.2
CERTIFICATION
I, Narinder K. Sahai, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sinclair, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
A) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
B) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
C) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
D) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
A) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
B) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 4, 2026 | /s/ Narinder K. Sahai | ||||||||||||
| Signature: | Narinder K. Sahai | |||||||||||||
| Chief Financial Officer | ||||||||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Sinclair, Inc. (the “Company”) for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher S. Ripley, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Christopher S. Ripley | |||||
| Christopher S. Ripley | |||||
| Chief Executive Officer | |||||
| November 4, 2026 | |||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Sinclair, Inc. (the “Company”) for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Narinder K. Sahai, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Narinder K. Sahai | |||||
| Narinder K. Sahai | |||||
| Chief Financial Officer | |||||
| November 4, 2026 | |||||