Form 8-K

8-K — Sinclair, Inc.

Accession: 0001971213-26-000022

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001971213

SIC: 4833 (TELEVISION BROADCASTING STATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sbgi-20260430.htm (Primary)

EX-99.1 (exhibit991-1q26pressreleas.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: sbgi-20260430.htm · Sequence: 1

sbgi-20260430

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

April 30, 2026

Date of Report (Date of earliest event reported)

Sinclair, Inc.

(Exact name of registrant as specified in its charter)

Maryland 333-271072 92-1076143

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

Sinclair Broadcast Group, LLC

(Exact name of registrant as specified in its charter)

Maryland 000-26076 52-1494660

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

10706 Beaver Dam Road Hunt Valley, MD 21030

(Address of principal executive offices and zip code)

(410) 568-1500

(Registrants' telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Sinclair, Inc.

Title of each class Trading Symbol Name of each exchange on which registered

Class A Common Stock, par value $ 0.01 per share SBGI The NASDAQ Stock Market LLC

Sinclair Broadcast Group, LLC

Title of each class Trading Symbol Name of each exchange on which registered

None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Sinclair, Inc. ☐ Sinclair Broadcast Group, LLC ☐

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. Sinclair, Inc. ☐ Sinclair Broadcast Group, LLC ☐

Item 2.02 Results of Operations and Financial Condition.

On April 30, 2026, Sinclair, Inc. (the "Company") announced via press release the Company’s financial results for the first quarter ended March 31, 2026. The financial results of the Company’s wholly-owned subsidiary, Sinclair Broadcast Group, LLC (“SBG”), are reflected within the Company’s financial results. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information contained herein and the attached exhibit are furnished under this Item 2.02 of Form 8-K and are furnished to, but for purposes of Section 18 of the Securities Exchange Act of 1934 shall not be deemed filed with, the Securities and Exchange Commission. The information contained herein and in the accompanying exhibit shall not be incorporated by reference to any filing of the Company or SBG, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit related to Item 2.02 shall be deemed to be furnished and not filed.

Exhibit No. Description

99.1

Press Release (dated April 30, 2026).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SINCLAIR, INC.

SINCLAIR BROADCAST GROUP, LLC

By: /s/ David R. Bochenek

Name: David R. Bochenek

Title: Senior Vice President / Chief Accounting Officer

Dated: April 30, 2026

EX-99.1

Filename: exhibit991-1q26pressreleas.htm · Sequence: 2

Document

Press Release

SINCLAIR REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

BALTIMORE (April 30, 2026) - Sinclair, Inc. (Nasdaq: SBGI), the "Company" or "Sinclair," today reported financial results for the three months ended March 31, 2026.

Highlights:

•Total Revenue increased by 4% and Total Adjusted EBITDA by 13% year-over-year

•Total Adjusted EBITDA of $126 million

•Strong core advertising performance driven by growth in digital

•March 2026 was Tennis Channel's most-watched month ever

•Stable distribution trend due to moderating churn across key MVPDs

•Reaffirmed 2026 full year financial guidance

CEO Comment:

"Sinclair continues to execute on its core broadcast business, with both ratings and subscriber trends showing positive momentum. Broadcast's reach differentiation continues to drive record viewing levels continuing into a political- and sports-heavy 2026 for the industry. Live sports remained a key driver in the quarter, with the Super Bowl in February delivering the second-largest audience in U.S. television history and the Winter Olympics also delivering record viewing levels. Tennis Channel had its most-watched month ever in March, including four of the top-five most-watched matches in network history, and delivered record subscriber numbers for its Direct-to-Consumer product. Based on our first quarter results and current outlook, we are reaffirming our 2026 full year financial guidance."

Recent Developments:

Balance Sheet

•Retired $165 million of term loans at a discount in early April through an unmodified reverse Dutch auction, which will save approximately $12 million in annual interest expense.

•Ended the first quarter with total liquidity of ~$1.5 billion, including cash of $844 million.

Investment Portfolio

•Sinclair Ventures, LLC (Ventures) received distributions of approximately $12 million and ended the quarter with $451 million in cash.

Station Portfolio Optimization

•Closed substantial majority of our partner station acquisitions and continue to expect $30 million in annualized synergies in 2026.

Content and Distribution

•NBC affiliates delivered strong results in the first quarter as the Super Bowl was the 2nd-most watched U.S. telecast of all-time while the Winter Olympics was the most-watched Winter Games since 2014.

•Tennis Channel delivered its two most-watched women's matches of all-time in March and four of its top five most watched matches ever.

Financial Results:

Consolidated Financial Results

($ in millions) Three Months Ended Percent Change

March 31, 2026 December 31, 2025 March 31, 2025 QTQ YOY

Total revenue $ 807 $ 836 $ 776 (3)% 4%

Distribution revenue 458 438 451 5% 2%

Core advertising revenue 305 354 292 (14)% 4%

Political advertising revenue 18 14 6 29% 200%

Other media and non-media revenue 26 30 27 (13)% (4)%

Net income (loss) attributable to the Company $ 20 $ 109 $ (156) (82)% n/m

Adjusted EBITDA(a)

$ 126 $ 168 $ 112 (25)% 13%

n/m - not meaningful

(a)Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization, and non-recurring and unusual transaction, implementation, legal, regulatory and other costs, as well as certain non-cash items such as stock-based compensation expense and other gains and losses less amortization of program costs. Refer to the reconciliation at the end of this press release and the Company’s website.

Segment Financial Results

Segment financial information is included in the following tables for the periods presented. The Local Media segment consists primarily of broadcast television stations, which the Company owns, operates or to which the Company provides services, and includes multicast networks and original content. The Local Media segment assets are owned and operated by Sinclair Broadcast Group, LLC (SBG). The Tennis segment consists primarily of Tennis Channel, a cable network which includes coverage of most of tennis' top tournaments and original professional sport and tennis lifestyle shows; the Tennis Channel International subscription and streaming service; Tennis Channel streaming service; TennisChannel 2, a 24-hours a day free ad-supported streaming television channel; and Tennis.com. Other includes non-broadcast digital solutions such as Digital Remedy, technical services, and other non-media investments. The assets of the Tennis segment and Other are owned and operated by Ventures.

Three months ended March 31, 2026 Local Media Tennis Other Corporate and Eliminations Consolidated

($ in millions)

Distribution revenue $ 402 $ 56 $ — $ — $ 458

Core advertising revenue 261 13 40 (9) 305

Political advertising revenue 18 — — — 18

Other media revenue 20 1 — (1) 20

Media revenue $ 701 $ 70 $ 40 $ (10) $ 801

Non-media revenue — — 6 — 6

Total revenue $ 701 $ 70 $ 46 $ (10) $ 807

Media programming and production expenses $ 382 $ 30 $ — $ — $ 412

Media selling, general and administrative expenses 171 19 34 (10) 214

Non-media expenses 2 — 13 — 15

Amortization of program costs 18 — — — 18

Corporate general and administrative expenses 34 1 1 13 49

Stock-based compensation 18 — 3 (1) 20

Non-recurring and unusual transaction, implementation, legal, regulatory and other costs

5 — 1 1 7

Interest expense (net)(a)

79 — (4) — 75

Capital expenditures 14 — 1 — 15

Distributions to the noncontrolling interests 2 — — — 2

Cash distributions from investments — — 12 — 12

Net cash taxes paid —

Net income 21

Operating income (loss) 35 15 (10) (13) 27

Adjusted EBITDA(b)

117 20 2 (13) 126

Note: Certain amounts may not summarize to totals due to rounding differences.

(a)Interest expense (net) excludes deferred financing costs, original issue discount amortization, and other non-cash interest expense, and is net of interest income.

(b)Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization, and non-recurring and unusual transaction, implementation, legal, regulatory and other costs, as well as certain non-cash items such as stock-based compensation expense and other gains and losses less amortization of program costs.

Three months ended March 31, 2025 Local Media Tennis Other Corporate and Eliminations Consolidated

($ in millions)

Distribution revenue $ 395 $ 56 $ — $ — $ 451

Core advertising revenue 271 11 15 (5) 292

Political advertising revenue 6 — — — 6

Other media revenue 22 1 — (2) 21

Media revenue $ 694 $ 68 $ 15 $ (7) $ 770

Non-media revenue — — 6 — 6

Total revenue $ 694 $ 68 $ 21 $ (7) $ 776

Media programming and production expenses $ 390 $ 27 $ 1 $ — $ 418

Media selling, general and administrative expenses 170 18 11 (7) 192

Non-media expenses 2 — 9 — 11

Amortization of program costs

19 — — — 19

Corporate general and administrative expenses 37 — — 15 52

Stock-based compensation 21 — — — 21

Non-recurring and unusual transaction, implementation, legal, regulatory and other costs

6 — — 2 8

Interest expense (net)(a)

139 — (5) — 134

Capital expenditures 16 — — — 16

Distributions to the noncontrolling interests 3 — — — 3

Cash distributions from investments

— — 10 — 10

Net cash taxes paid —

Net loss (154)

Operating income (loss)

12 18 (1) (15) 14

Adjusted EBITDA(b)

103 23 — (13) 112

Note: Certain amounts may not summarize to totals due to rounding differences.

(a)Interest expense (net) excludes deferred financing costs, original issue discount amortization, and other non-cash interest expense, and is net of interest income. Includes $68 million of non-recurring fees and expenses related to our comprehensive refinancing, which closed in the three months ended March 31, 2025.

Consolidated Balance Sheet and Cash Flow Highlights:

•Total Company debt was $4,376 million, all of which is indebtedness of STG.

•Cash and cash equivalents were $844 million, of which $392 million was SBG cash and $451 million was Ventures cash. In addition, the Company has $612.5 million of available borrowing capacity under its revolver, bringing available liquidity to $1.5 billion.

•STG Credit Agreement Leverage Metrics1 were:

◦First Out First Lien Leverage Ratio – 1.5x (Covenant <3.5x2)

◦Total Leverage Ratio – 5.1x (Covenant <7.0x)

•As of March 31, 2026, 48,254,010 Class A common shares and 23,755,236 Class B common shares were outstanding, for a total of 72,009,246 common shares.

•In March, the Company paid a quarterly cash dividend of $0.25 per share.

•Capital expenditures for the first quarter of 2026 were $15 million.

Outlook:

The Company is reaffirming its 2026 full year financial guidance provided in February in conjunction with the Company's fourth quarter earnings release.

Conference Call:

The senior management of Sinclair will hold a conference call to discuss the Company's first quarter 2026 results on Thursday, April 30, 2026, at 4:30 p.m. ET. The call will be webcast live and can be accessed at www.sbgi.net under "Investor Relations/Events and Presentations." After the call, an audio replay will remain available at www.sbgi.net. The press and the public will be welcome on the call in a listen-only mode. The dial-in number is (888) 506-0062, with entry code 476025.

1 Ratios as calculated and defined in STG’s bank credit agreement dated February 12, 2025.

2 The First-Out First Lien Leverage Ratio covenant in the STG Credit Agreement is only applicable if more than 35% of the first lien revolving credit facility is drawn and outstanding as of the end of the respective quarter. As of March 31, 2026, STG had no amounts outstanding under its first lien revolving credit facility.

Sinclair, Inc. and Subsidiaries

Preliminary Unaudited Consolidated Statements of Operations

(In millions, except share and per share data)

Three Months Ended

March 31,

2026 2025

REVENUE:

Media revenue $ 801 $ 770

Non-media revenue 6 6

Total revenue 807 776

OPERATING EXPENSES:

Media programming and production expenses 412 418

Media selling, general and administrative expenses 214 192

Amortization of program costs 18 19

Non-media expenses 15 11

Depreciation of property and equipment 26 26

Corporate general and administrative expenses 49 52

Amortization of definite-lived intangible assets 39 36

Loss on asset dispositions and other, net 7 8

Total operating expenses 780 762

Operating income 27 14

OTHER INCOME (EXPENSE):

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

Gain on extinguishment of debt — 2

Loss from equity method investments (1) (6)

Other expense, net (78) (66)

Total other expense, net (164) (214)

Loss before income taxes (137) (200)

INCOME TAX BENEFIT 158 46

NET INCOME (LOSS) 21 (154)

Net income attributable to the noncontrolling interests (1) (2)

NET INCOME (LOSS) ATTRIBUTABLE TO SINCLAIR $ 20 $ (156)

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR:

Basic earnings per share $ 0.28 $ (2.30)

Diluted earnings per share $ 0.28 $ (2.30)

Basic weighted average common shares outstanding (in thousands) 70,565 67,489

Diluted weighted average common and common equivalent shares outstanding (in thousands) 70,820 67,489

Adjusted EBITDA is a non-GAAP operating performance measure that management and the Company’s Board of Directors use to evaluate the Company’s operating performance and for executive compensation purposes. The Company believes that Adjusted EBITDA provides useful information to investors by allowing them to view the Company’s business through the eyes of management and is a measure that is frequently used by industry analysts, investors and lenders as a measure of relative operating performance.

Adjusted EBITDA is provided on a forward-looking basis under the section entitled “Outlook” above. The Company has not included a reconciliation of projected Adjusted EBITDA to net income, which is the most directly comparable GAAP measure, for the periods presented in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company’s projected Adjusted EBITDA excludes certain items that are inherently uncertain and difficult to predict including, but not limited to, income taxes. Due to the variability, complexity and limited visibility of the adjusting items that would be excluded from projected Adjusted EBITDA in future periods, management does not rely upon them for internal use or measurement of operating performance, and therefore cannot create a quantitative projected Adjusted EBITDA to net income reconciliation for the periods presented without unreasonable efforts. A quantitative reconciliation of projected Adjusted EBITDA to net income for the periods presented would imply a degree of precision and certainty as to these future items that does not exist and could be confusing to investors. From a qualitative perspective, it is anticipated that the differences between projected Adjusted EBITDA to net income for the periods presented will consist of items similar to those described in the reconciliation of historical results below. The timing and amount of any of these excluded items could significantly impact the Company’s net income for a particular period. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis.

In addition to the reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income, the Company also discloses a reconciliation of the Adjusted EBITDA of its segments to its more directly comparable GAAP measure, segment operating income.

Non-GAAP measures are not formulated in accordance with GAAP, are not meant to replace GAAP financial measures and may differ from other companies’ uses or formulations. Further discussions and reconciliations of the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures can be found on its website www.sbgi.net.

Sinclair, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measurements - Unaudited

($ in millions)

Reconciliation of Consolidated Sinclair, Inc. Net Income (Loss) to Consolidated Adjusted EBITDA

Three Months Ended

March 31,

2026 2025

Reconciliation of Consolidated Sinclair, Inc. Net Income (Loss) to Consolidated Adjusted EBITDA

Net income (loss) $ 21 $ (154)

Add: Income tax benefit (158) (46)

Add: Other expense, net 1 —

Add: Loss from equity method investments 1 6

Add: Loss from other investments and impairments 85 73

Add: Gain on extinguishment of debt/insurance proceeds — (2)

Add: Interest expense 85 144

Less: Interest income (8) (8)

Less: Loss on asset dispositions and other, net 7 8

Add: Amortization of intangible assets & other assets 39 36

Add: Depreciation of property & equipment 26 26

Add: Stock-based compensation 20 21

Add: Non-recurring and unusual transaction, implementation, legal, regulatory and other costs 7 8

Adjusted EBITDA $ 126 $ 112

Sinclair, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measurements - Unaudited

($ in millions)

Reconciliation of Segment Operating Income (Loss) to Segment Adjusted EBITDA

Three months ended March 31, 2026 Local Media Tennis Other

Total revenue $ 701 $ 70 $ 46

Media programming and production expenses 382 30 —

Media selling, general and administrative expenses 171 19 34

Depreciation and intangible amortization expenses 60 5 —

Amortization of program costs 18 — —

Corporate general and administrative expenses 34 1 1

Non-media expenses 2 — 13

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

Segment operating income (loss) $ 35 $ 15 $ (10)

Reconciliation of Segment GAAP Operating Income (Loss) to Segment Adjusted EBITDA:

Segment operating income (loss) $ 35 $ 15 $ (10)

Depreciation and intangible amortization expenses 60 5 —

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

Stock-based compensation 18 — 3

Non-recurring and unusual transaction, implementation, legal, regulatory and other costs 5 — 1

Segment Adjusted EBITDA

$ 117 $ 20 $ 2

Three months ended March 31, 2025 Local Media Tennis Other

Total revenue $ 694 $ 68 $ 21

Media programming and production expenses 390 27 1

Media selling, general and administrative expenses 170 18 11

Depreciation and intangible amortization expenses

56 5 1

Amortization of program costs

19 — —

Corporate general and administrative expenses 37 — —

Non-media expenses 2 — 9

Loss on asset dispositions and other, net 8 — —

Segment operating income (loss) $ 12 $ 18 $ (1)

Reconciliation of Segment GAAP Operating Income (Loss) to Segment Adjusted EBITDA:

Segment operating income (loss) $ 12 $ 18 $ (1)

Depreciation and intangible amortization expenses 56 5 1

Loss on asset dispositions and other, net 8 — —

Stock-based compensation 21 — —

Non-recurring and unusual transaction, implementation, legal, regulatory and other costs

6 — —

Segment Adjusted EBITDA

$ 103 $ 23 $ —

Forward-Looking Statements:

The matters discussed in this news release, particularly those in the section labeled “Outlook,” include forward-looking statements regarding, among other things, future operating results. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, the rate of decline in the number of subscribers to services provided by traditional and virtual multi-channel video programming distributors (“Distributors”); the Company’s ability to generate cash to service its substantial indebtedness; the successful execution of outsourcing agreements; the successful execution of retransmission consent agreements; the successful execution of network and Distributor affiliation agreements; the Company’s ability to identify and consummate acquisitions and investments, to manage increased financial leverage resulting from acquisitions and investments, and to achieve anticipated returns on those investments once consummated; the Company’s ability to compete for viewers and advertisers; pricing and demand fluctuations in local and national advertising; the appeal of the Company’s programming and volatility in programming costs; material legal, financial and reputational risks and operational disruptions resulting from a breach of the Company’s information systems; the impact of FCC and other regulatory proceedings against the Company; compliance with laws and uncertainties associated with potential changes in the regulatory environment affecting the Company’s business and growth strategy; the impact of pending and future litigation claims against the Company; the Company’s limited experience in operating or investing in non-broadcast related businesses; the outcome and timing of the strategic review process, which may be suspended or modified at any time; the possibility that the Company may decide not to undertake any transactions following the Board’s strategic review process; the Company’s inability to consummate any proposed transactions resulting from the strategic review; the potential for disruption to the Company’s business resulting from the strategic review process; potential adverse effects on the Company’s stock price from the announcement, suspension or consummation of the strategic review process and the results thereof; and any risk factors set forth in the Company’s recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

Category: Financial

About Sinclair:

Sinclair, Inc. is a diversified media company and a leading provider of local news and sports. The Company owns, operates and/or provides services to 177 television stations in 79 markets affiliated with all major broadcast networks; and owns Tennis Channel, the premium destination for tennis enthusiasts, and multicast networks CHARGE, Comet, ROAR and The Nest. Sinclair’s AMP Media produces a growing portfolio of digital content and original podcasts. Additional information about Sinclair can be found at www.sbgi.net.

Investor Contact:

Christopher C. King, VP, Investor Relations

(410) 568-1500

Media Contact:

Jessica Bellucci

jbellucci-c@sbgtv.com

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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