Sinclair, Inc.

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 June 30, 2026, we hadtwo 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 647 channels as of June 30, 2026. For the purpose of this report, these 178 stations and 647 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 six months ended June 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.

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 six months ended June 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, we reclassified $122 million of FCC licenses from indefinite-lived to definite-lived intangible assets which will be amortized over a 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 fromone tothree 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.

Non-cash Investing and Financing Activities

Leased assets obtained in exchange for new operating lease liabilities were $9 million and $4 million for the six months ended June 30, 2026 and 2025, respectively. Non-cash investing activities included property and equipment purchases of $3 million and $5 million for the six months ended June 30, 2026 and 2025, respectively.

We received equity shares in investments valued at $5 million and $17 million for the six months ended June 30, 2026 and 2025, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

During the six months ended June 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.

Revenue Recognition

The following table presents our revenue disaggregated by type and segment (in millions):

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.

Deferred Revenue. We record deferred revenue when cash payments are received or due in advance of our performance, including amounts which are refundable. We classify deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in our consolidated balance sheets based on the timing of when we expect to satisfy our performance obligations. Deferred revenue was $150 million and $149 million as of June 30, 2026 and December 31, 2025, respectively, of which $81 million and $88 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets. Deferred revenue recognized for the six months ended June 30, 2026 and 2025, included in the deferred revenue balance as of December 31, 2025 and 2024, was $32 million and $38 million, respectively.

For the three months ended June 30, 2026, two customers accounted for 11% and 10%, respectively, of our total revenue. For the six months ended June 30, 2026, two customers accounted for 11% and 10%, respectively, of our total revenue. For the three months ended June 30, 2025, two customers accounted for 11% and 11%, respectively, of our total revenue. For the six months ended June 30, 2025, two customers accounted for 11% and 11%, respectively, of our total revenue. As of June 30, 2026, two customers accounted for 12% and 11%, 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.

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.

During the six months ended June 30, 2025, we entered into an asset purchase agreement with a counterparty to sell our owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for approximately $30 million and accrued the estimated loss we expected to recognize upon closing of the sale of approximately $17 million, which is included within loss on asset dispositions and other, net within our consolidated statements of operations and our local media segment within Note 6. Segment Data for the six months ended June 30, 2025 and was recorded to reflect the underlying assets at the lower of carrying value and fair value.

Income Taxes

Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three and six months ended June 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 June 30, 2026 was greater than the statutory rate primarily due to a substantial update of our full-year forecasted pre-tax book income causing a significant impact on many 2026 items. Our effective income tax rate for the six months ended June 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 three months ended June 30, 2025 was less than the statutory rate primarily due to the impact of state taxes. Our effective income tax rate for the six months ended June 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.

Subsequent Events

In August 2026, our Board of Directors declared a quarterly dividend of $0.25 per share, payable on September 15, 2026, to holders of record at the close of business on August 31, 2026.

2. OTHER ASSETS:

Other assets as of June 30, 2026 and December 31, 2025 consisted of the following (in millions):

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 June 30, 2026 and December 31, 2025, we held $181 million and $223 million, respectively, in investments measured at fair value. As of June 30, 2026 and December 31, 2025, we held $128 million and $150 million, respectively, in investments measured at NAV. We recognized a fair value adjustment gain of $44 million and loss of $42 million for the three and six months ended June 30, 2026, respectively, and fair value adjustment losses of $30 million and $103 million for the three and six months ended June 30, 2025, respectively, associated with these investments, which are reflected in other income (expense), net in our consolidated statements of operations. As of June 30, 2026 and December 31, 2025, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $36 million and $42 million, respectively.

Investments accounted for utilizing the measurement alternative were $31 million, net of $1 million of cumulative impairments, and $29 million as of June 30, 2026 and December 31, 2025, respectively. We recorded a $1 million loss related to one investment for the three and six months ended June 30, 2026. There wereno adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for the three and six months ended June 30, 2025.

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 two bank credit agreements, the new credit agreement dated February 12, 2025 (the “New Credit Agreement”) and an existing credit agreement that was amended as of February 12, 2025 (the “Amended Credit Agreement”).

The New Credit Agreement includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5 x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the $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 wasno utilization under the First-Out Revolving Credit Facility as of June 30, 2026, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of June 30, 2026, the STG first-out first lien leverage ratio was below 3.5 x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of June 30, 2026.

STG completed a series of financing transactions during the six months ended June 30, 2025. We recorded a gain on extinguishment of the 5.125% Senior Notes due 2027 of $4 million and $7 million for the three and six months ended June 30, 2025, respectively, a gain on extinguishment of the 4.125% Senior Secured Notes due 2030 of $5 million for the six months ended June 30, 2025, and a loss on extinguishment of the Term Loan B-2 of $6 million for the six months ended June 30, 2025.

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 both the three and six months ended June 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, both at discounts to face value. In addition, the remaining $38 million of available borrowing capacity under 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 million as of both June 30, 2026 and December 31, 2025. Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finance leases to affiliates of $5 million and $6 million as of June 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 million of debt of certain third parties as of December 31, 2025, all of which related to consolidated VIEs and was included in our consolidated balance sheet. We guarantee certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $331 million for the years 2026 through 2029. As of both June 30, 2026 and December 31, 2025, our estimated obligation was $15 million. Of this estimated obligation, the Company paid $5 million during the six months ended June 30, 2026 and $10 million during the year ended December 31, 2025. See Note 4. Commitments and Contingencies for further discussion.

Accounts Receivable Securitization Facility

On November 6, 2025, STG and one of its subsidiaries entered into athree-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 June 30, 2026. The total amount outstanding under the A/R Facility was$225 million and$375 million as of June 30, 2026 and December 31, 2025, respectively. Interest expense related to the A/R Facility was$3 million and$8 million for the three and six months ended June 30, 2026, respectively.

Interest Rate Collar

In March 2026, we entered intotwo 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 six months ended June 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 afour-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.

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 but one of such non-Company licensees have entered into non-monetary consent decrees with the FCC and agreed to similar compliance plans with respect to the FCC’s limits on commercial matter in children’s programming. The Company made the $500,000 voluntary contribution on July 9, 2025.

Other Matters

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 oftwenty-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 andthirteen 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, and 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.

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.

On June 30, 2026, one of the Company's customers, Dish Network L.L.C. ("Dish"), commenced a bankruptcy case under Chapter 11 of Title 11 of the United States Code. Although Dish has announced its intention to continue normal business operations during the Chapter 11 process and to satisfy all general unsecured claims in full, Dish’s bankruptcy case remains ongoing and there can be no assurance regarding the ultimate recovery or timing of collection of amounts outstanding as of the petition date. Management continues to monitor the bankruptcy proceedings and assess the recoverability of the outstanding receivables associated with Dish. Based on the information available as of the date these financial statements were filed, the Company expects amounts due from Dish to be collected in the ordinary course, although this assessment may change as additional information becomes available or as bankruptcy proceedings progress. The Company continues to provide retransmission services to Dish under its existing contractual arrangements and continues to receive payments from Dish related to these services, which Dish has obtained authorization to continue to pay in the ordinary course as the bankruptcy proceedings progress. However, the outcome of the Chapter 11 proceedings remains subject to court approval and other uncertainties that could affect the ultimate collectability and timing of the Company's accounts receivable from Dish.

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):

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:

6. SEGMENT DATA:

We measure segment performance based on operating income (loss). For the quarter ended June 30, 2026, we hadtwo 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 Policiesfor 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):

(a)Other segment items relate primarily to non-media expenses.

(b)Includes $9 million and $17 million for the three and six months ended June 30, 2026, respectively, and $5 million and $9 million for the three and six months ended June 30, 2025, respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.

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):

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 $116 million as of both June 30, 2026 and December 31, 2025, 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 June 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.

The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $66 million and $69 million as of June 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 losses of $1 million and $3 million for the three and six months ended June 30, 2026, respectively, and losses of $1 million and $2 million for the three and six months ended June 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 $1 million and $3 million for the three and six months ended June 30, 2026, respectively, and $1 million and $3 million for the three and six months ended June 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 six months ended June 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 $0.9 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.3 million for the three and six months ended June 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 million for each of the three and six months ended June 30, 2026 and 2025.

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.

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 isone 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 $75 million and $73 million as of June 30, 2026 and December 31, 2025, respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both June 30, 2026 and December 31, 2025, was approximately $54 million. Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and have a purchase option to acquire for $0.2 million. Under these agreements, we paid Cunningham $3 million and $6 million for the three and six months ended June 30, 2026, respectively, and $3 million and $6 million for the three and six months ended June 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 $7 million for the three and six months ended June 30, 2026, respectively, and $31 million and $65 million for the three and six months ended June 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 expires in November 2028.

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 $0.6 million for the three and six months ended June 30, 2026, respectively, and $0.3 million and $0.6 million for the three and six months ended June 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 less than $0.1 million for both the three and six months ended June 30, 2026 and less than $0.1 million and $0.1 million for the three and six months ended June 30, 2025, respectively, and made payments to WGC of less than $0.1 million for both the three and six months ended June 30, 2025.

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 million for both the three months ended June 30, 2026 and 2025 and $1 million for both the six months ended June 30, 2026 and 2025, consisting of salary and bonus, and was granted 144,300 and 159,607 shares of restricted stock, vesting overtwo years, for the six months ended June 30, 2026 and 2025, respectively.

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 million for both the three months ended June 30, 2026 and 2025 and $0.1 million for both the six months ended June 30, 2026 and 2025, consisting of salary and bonus, and was granted 5,162 and 3,244 shares of restricted stock, vesting overtwo years, for the six months ended June 30, 2026 and 2025, respectively.

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 million for both the three months ended June 30, 2026 and 2025 and $0.1 million for both the six months ended June 30, 2026 and 2025, consisting of salary.

Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of the Company. Amberly Thompson received total compensation of $0.1 million and less than $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and $0.1 million for both the six months ended June 30, 2026 and 2025, consisting of salary and bonus, and was granted 285 shares of restricted stock, vesting overtwo years, during the six months ended June 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 for both the three months ended June 30, 2026 and 2025 and $0.4 million for both the six months ended June 30, 2026 and 2025, 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 for both the three months ended June 30, 2026 and 2025 and $0.4 million for both the six months ended June 30, 2026 and 2025, consisting of salary and bonus.

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):

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 $50 million and $55 million as of June 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.

(d)In April 2026, STG paid down $150 million of the borrowings under the A/R Facility.

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 six months ended June 30, 2026 and 2025 (in millions):