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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 June 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 six months ended June 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 six months ended June 30, 2026.
SUMMARY OF SIGNIFICANT EVENTS
Content and Distribution
•In June 2026, our AMP Sports division launched Style of Play, a new weekly women’s soccer podcast hosted by Julie Ertz and Kealia Watt.
Corporate Social Responsibility Practices
•In June 2026, we partnered with Feeding America to launch Sinclair Cares: Summer Hunger Relief, an awareness and fundraising campaign to help provide meals to children and their families across the U.S. during the summer.
•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 166 journalism awards.
Transactions
•In May 2026, Sinclair acquired WSWB in Wilkes Barre, PA from MPS Media. Sinclair previously provided services to the station under JSAs and SSAs.
•In June 2026, Sinclair acquired KFXA in Cedar Rapids, IA from Second Generation of Iowa. Sinclair previously provided services to the station under JSAs and SSAs.
Financing, Capital Allocation, and Shareholder Returns
•In April 2026, we declared a quarterly dividend of $0.25 per share. In August 2026, we declared a quarterly dividend of $0.25 per share.
•In April 2026, STG repurchased $93 million aggregate principal amount of the Term Loan B-6 and $72 million aggregate principal amount of the Term Loan B-7, both at discounts of face value.
•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.
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RESULTS OF OPERATIONS
Any references to the first, third, or fourth quarters are to the three months ended March 31, September 30, or December 31, respectively, for the year being discussed. As of June 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Media revenue $ 833 $ 777 $ 1,634 $ 1,547
Non-media revenue 7 7 13 13
Total revenue 840 784 1,647 1,560
Media programming and production expenses 424 420 836 838
Media selling, general and administrative expenses 217 200 431 392
Depreciation and amortization expenses 68 59 133 121
Amortization of program costs 18 17 36 36
Non-media expenses 13 13 28 24
Corporate general and administrative expenses 45 45 94 97
Loss on asset dispositions and other, net 5 9 12 17
Operating income $ 50 $ 21 $ 77 $ 35
Net loss attributable to Sinclair $ (76) $ (64) $ (56) $ (220)
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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 June 30, Percent Change Increase / (Decrease) Six Months Ended June 30, Percent Change Increase / (Decrease)
2026 2025 2026 2025
Revenue:
Distribution revenue $ 389 $ 380 2% $ 791 $ 775 2%
Core advertising revenue 260 272 (4)% 521 543 (4)%
Political advertising revenue 59 6 n/m 77 12 n/m
Other media revenue 23 21 10% 43 43 —%
Media revenue (a) $ 731 $ 679 8% $ 1,432 $ 1,373 4%
Operating Expenses:
Media programming and production expenses $ 381 $ 380 —% $ 763 $ 770 (1)%
Media selling, general and administrative expenses (b) 176 162 9% 347 332 5%
Depreciation and amortization expenses 58 54 7% 118 110 7%
Amortization of program costs 18 17 6% 36 36 —%
Corporate general and administrative expenses 23 27 (15)% 57 64 (11)%
Non-media expenses 2 2 —% 4 4 —%
Loss (gain) on asset dispositions and other, net 5 (28) n/m 4 (20) n/m
Operating income $ 68 $ 65 5% $ 103 $ 77 34%
Interest expense including amortization of debt discount and deferred financing costs $ 80 $ 82 (2)% $ 165 $ 226 (27)%
Gain on extinguishment of debt $ 13 $ 4 n/m $ 13 $ 6 n/m
Other income, net $ — $ 3 n/m $ 4 $ 6 (33)%
n/m - not meaningful
(a)Includes $3 million and $5 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, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.
(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 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 $9 million or 2% and $16 million or 2% for the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. Contractual rate increases favorably impacted period-over-period distribution revenue by mid-single digit percentages for each of the three and six months ended June 30, 2026, partially offset by subscriber decreases by low-single digit percentages.
Core advertising revenue. Core advertising revenue decreased $12 million and $22 million for the three and six months ended June 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 $53 million and $65 million for the three and six months ended June 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.
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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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Syndicated/Other programming 36% 41% 37% 40%
Local news 32% 31% 30% 29%
Sports programming (a) 11% 8% 13% 12%
Network programming (a) 17% 17% 16% 16%
Paid programming 4% 3% 4% 3%
(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 June 30, Six Months Ended June 30,
# of Channels 2026 2025 2026 2025
ABC 41 33% 31% 30% 29%
FOX 61 21% 19% 21% 22%
CBS 32 20% 20% 20% 20%
NBC 25 14% 14% 16% 13%
CW 46 3% 5% 3% 5%
MNT 43 2% 3% 2% 3%
Other 399 7% 8% 8% 8%
Total 647
Expenses
Media programming and production expenses. Media programming and production expenses remained relatively flat for the three months ended June 30, 2026, when compared to the same period in 2025. Media programming and production expenses decreased $7 million for the six months ended June 30, 2026, when compared to the same period in 2025, primarily due to a $3 million decrease related to costs associated with stations we historically operated under JSA or SSA arrangements but now own and operate, a $3 million decrease in legal and consulting expenses, and a $1 million decrease in employee compensation cost.
Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $14 million for the three months ended June 30, 2026, when compared to the same period in 2025, primarily due 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 $4 million increase in employee compensation cost, and a $3 million increase in both costs relating to our digital business and national sales commissions, respectively, partially offset by a $5 million decrease in information technology costs.
Media selling, general and administrative expenses increased $15 million for the six months ended June 30, 2026, when compared to the same period in 2025, primarily due 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 $6 million increase in employee compensation cost, a $4 million increase in costs relating to our digital business, and a $3 million increase in costs related to national sales commissions, partially offset by a $7 million decrease in information technology costs.
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Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.
Loss (gain) on asset dispositions and other, net. During the three and six months ended June 30, 2025, we recognized $30 million and $39 million, respectively, of proceeds related to our cyber and directors and officers insurance policies. During the six months ended June 30, 2025, we recognized a loss associated with the sale of certain local media assets of approximately $17 million. See Acquisitions and Station Disposals under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements.
Depreciation and amortization expenses. Depreciation of property and equipment and amortization of definite-lived intangibles and other assets increased $4 million and $8 million for the three and six months ended June 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.
Interest expense including amortization of debt discount and deferred financing costs. Interest expense decreased $2 million for the three months ended June 30, 2026, when compared to the same period in 2025, primarily due to decreased interest expense related to our variable rate debt resulting from lower interest rates and the repurchase of a portion of the Term Loan B-7 and Term Loan B-6 during the second quarter of 2026. Interest expense decreased $61 million for the six months ended June 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 as well as decreased interest expense related to our variable rate debt resulting from lower interest rates and the repurchase of a portion of the Term Loan B-7 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 both the three and six months ended June 30, 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 recorded a gain on extinguishment of the Term Loan B-6 and Term Loan B-7 of $8 million and $5 million, respectively. See Credit Agreement and Notes under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within the Consolidated Financial Statements. For the three and 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, respectively. For the six months ended June 30, 2025 we recorded a gain on extinguishment of the 4.125% Senior Secured Notes due 2030 of $5 million and a loss on extinguishment of the Term Loan B-2 of $6 million.
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Tennis Segment
The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions):
Three Months Ended June 30, Percent Change Increase / (Decrease) Six Months Ended June 30, Percent Change Increase / (Decrease)
2026 2025 2026 2025
Revenue:
Distribution revenue $ 55 $ 54 2% $ 111 $ 110 1%
Core advertising revenue 14 13 8% 27 24 13%
Other media revenue 1 1 —% 2 2 —%
Media revenue $ 70 $ 68 3% $ 140 $ 136 3%
Operating Expenses:
Media programming and production expenses $ 43 $ 39 10% $ 73 $ 66 11%
Media selling, general and administrative expenses (a) 19 15 27% 38 33 15%
Depreciation and amortization expenses 6 5 20% 11 10 10%
Corporate general and administrative expenses — 1 n/m 1 1 —%
Operating income $ 2 $ 8 (75)% $ 17 $ 26 (35)%
n/m - not meaningful
(a)Includes $3 million and $5 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, 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 for both the three and six months ended June 30, 2026 or 2% for the three months ended June 30, 2026 and 1% for the six months ended June 30, 2026, when compared to the same periods in 2025. The increases are primarily due to high single-digit percentage increases in contractual rates for the three and six months ended June 30, 2026, partially offset by a decrease in subscribers by a high single-digit percentage for the periods, respectively.
Core advertising revenue. Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming. Core advertising revenue increased $1 million and $3 million for the three and six months ended June 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 and $7 million for the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to an increase in tournament production costs.
Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $4 million and $5 million for the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to increased employee compensation cost.
Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.
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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 June 30, Percent Change Increase / (Decrease) Six Months Ended June 30, Percent Change Increase/(Decrease)
2026 2025 2026 2025
Revenue:
Media revenue (a) $ 45 $ 38 18% $ 85 $ 53 60%
Non-media revenue $ 8 $ 8 —% $ 14 $ 14 —%
Operating Expenses:
Media expenses $ 35 $ 32 9% $ 69 $ 44 57%
Non-media expenses $ 12 $ 12 —% $ 25 $ 21 19%
Loss on asset dispositions and other, net $ — $ — —% $ 8 $ — n/m
Operating income (loss) $ 1 $ 1 —% $ (9) $ — n/m
Loss from equity method investments $ (2) $ — n/m $ (3) $ (5) (40)%
Other income (expense), net $ 50 $ (24) n/m $ (31) $ (93) (67)%
n/m - not meaningful
(a)Media revenue for the three and six months ended June 30, 2026 includes $9 million and $17 million, respectively, and for the three and six months ended June 30, 2025 includes $5 million and $9 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.
(b)Non-media revenues for both the three and six months ended June 30, 2026 include $1 million and for both the three and six months ended June 30, 2025 include $1 million 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 both the three and six months ended June 30, 2026 include $1 million and for both the three and six months ended June 30, 2025 include $1 million of intercompany expense related to certain services and sales provided by the local media segment, which is eliminated in consolidation.
Revenue. Media revenue increased $7 million for the three months ended June 30, 2026, when compared to the same period in 2025, due to increased digital revenue. Media revenue increased $32 million for the six months ended June 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.
Expenses. Media expenses increased $3 million for the three months ended June 30, 2026, when compared to the same period in 2025, primarily due to increased digital sales expenses as a result of increased revenue over the period. Media expenses increased $25 million for the six months ended June 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 $4 million for the six months ended June 30, 2026, when compared to the same period in 2025, primarily due to increased employee compensation cost.
Loss on asset dispositions and other, net. During the six months ended June 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 June 30, 2026 and 2025, we recognized a fair value adjustment gain of $44 million and loss of $30 million, respectively, associated with investments measured at fair value and NAV. During the six months ended June 30, 2026 and 2025, we recognized fair value adjustment losses of $42 million and $103 million, respectively, associated with investments measured at fair value and NAV.
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Corporate and Unallocated Expenses
The following table presents our corporate and unallocated expenses for the periods presented (in millions):
Three Months Ended June 30, Percent Change Increase/ (Decrease) Six Months Ended June 30, Percent Change Increase/ (Decrease)
2026 2025 2026 2025
Corporate general and administrative expenses $ 45 $ 45 —% $ 94 $ 97 (3)%
Loss on asset dispositions and other, net $ 5 $ 9 (44)% $ 12 $ 17 (29)%
Income tax (provision) benefit $ (112) $ 14 n/m $ 46 $ 60 (23)%
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 $3 million for the six months ended June 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.
Loss on asset dispositions and other, net. During the six months ended June 30, 2026, we recorded a non-cash impairment of $8 million related to one of our real estate investments. During the three months ended June 30, 2025, we recognized a loss of $37 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, offset by gains of $30 million related to proceeds from our cyber and directors and officers insurance policies. During the six months ended June 30, 2025 we recognized a loss of $17 million related to the sale of certain local media assets and a loss of $37 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 was partially offset by gains of $39 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 June 30, 2026 was a provision of 322.3% as compared to a benefit of 18.9% during the same period in 2025. The effective tax rate variance is primarily due to a substantial update of our full-year forecasted pre-tax book income causing a significant impact on many 2026 items.
The effective tax rate for the six months ended June 30, 2026 was a benefit of 44.5% as compared to a benefit of 21.8% during the same period in 2025. The increase in the effective tax rate for the six months ended June 30, 2026, when compared to the same period in 2025, is primarily due to the greater impact in 2026 from certain items not deductible for tax purposes.
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LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026, we had net working capital of approximately $674 million, including $604 million in cash and cash equivalent balances, of which $115 million relates to our local media business, and $763 million of available borrowing capacity, including $575 million under the New Credit Agreement, $38 million under the Amended Credit Agreement, and $150 million under the A/R Facility. As of June 30, 2026, we expected cash on hand, cash generated by our operations, and borrowing capacity under the New Credit Agreement and the A/R Facility to be used as our primary sources of liquidity. In July 2026, the remaining $38 million of available borrowing capacity under the Amended Credit Agreement was canceled.
The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was no utilization under the First-Out Revolving Credit Facility as of 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 3.5x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of June 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.
During the six months ended June 30, 2026, there were no material changes to our contractual cash obligations as of June 30, 2026.
We anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, and borrowing capacity under the New Credit Agreement and the 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 New 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.
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Sources and Uses of Cash
The following table sets forth our cash flows for the periods presented (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net cash flows from operating activities $ 66 $ 122 $ 109 $ 127
Cash flows from (used in) investing activities:
Acquisition of property and equipment $ (20) $ (17) $ (35) $ (33)
Acquisition of businesses, net of cash acquired — — (15) (25)
Purchases of investments — (12) (8) (20)
Distributions and proceeds from investments 34 6 45 13
Other, net 1 — 4 —
Net cash flows from (used in) investing activities $ 15 $ (23) $ (9) $ (65)
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 (306) (83) $ (315) $ (1,414)
Dividends paid on Class A and Class B Common Stock (18) (17) (36) (34)
Debt issuance costs — (11) — (110)
Distributions to noncontrolling interests — (3) (3) (6)
Other, net 3 — (8) (9)
Net cash flows used in financing activities $ (321) $ (114) $ (362) $ (143)
Operating Activities
Net cash flows from our operating activities decreased for the three months ended June 30, 2026, when compared to the same period in 2025, primarily due to a decrease in cash collections from Distributors and an increase in production and overhead costs, partially offset by an increase in cash collections related to political revenue. Net cash flows from our operating activities decreased for the six months ended June 30, 2026, when compared to the same period in 2025, primarily due to an increase in production and overhead costs, partially offset by an increase in cash collections from Distributors and an increase in cash collections related to political revenue.
Investing Activities
Net cash flows from our investing activities increased for the three months ended June 30, 2026, when compared to the same period in 2025, primarily due to an increase in distributions and proceeds from investments and a decrease in the purchase of investments in the second quarter of 2026. Net cash flows used in our investing activities decreased for the six months ended June 30, 2026, when compared to the same period in 2025, primarily due to an increase in distributions and proceeds from investments in 2026, a decrease in the purchase of 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 both the three and six months ended June 30, 2026, when compared to the same periods 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. 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 April 2026 and $0.25 per share in August 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.