Sinclair (SBGI) risk factors, FY2025 10-K

Sinclair's FY2025 10-K, filed Feb 27, 2026, lists 35 risk factors in 4 groups. Against the prior year's 36: 1 new, 2 dropped, 7 substantially reworded.

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Risk factors listed
354 groups
New this year
1vs 36 last year
Dropped
2since the prior 10-K
Substantially reworded
7of those kept
Section length
12k wordsItem 1A

What the changes say

  • Regulatory changes by the FCC regarding ownership caps and retransmission consent continue to threaten Sinclair's operations and agreements.
  • The Smith family maintains a dominant 81.3% voting control over the company.
  • ESG scrutiny shifts from active growth to a retroactive focus on past expectations.

What changed since the prior 10-K

New

  • NewRISKS RELATING TO OUR OPERATIONS

    arrangements, we may be forced to pay termination penalties under the terms of certain of our arrangements. Any such termination penalties could be material

    Terminating existing business arrangements due to FCC requirements could force Sinclair to pay material penalties or accept less beneficial terms.

Dropped

  • DroppedRISKS RELATING TO OUR OPERATIONS

    As further described under Item 1. Business – Federal Regulation of Television Broadcasting, the FCC also has a Further Notice of Proposed Rulemaking pending which seeks additional comment on whether it has authority to, and should, eliminate or modify its network non-duplication and syndicated exclusivity rules

  • DroppedRISKS RELATING TO OUR OPERATIONS

    would be forced to sell these assets, restructure our agreements or find another use for them. If this happens, the market for such assets may not be as good as when we purchased them and, therefore, we cannot be certain of a favorable return on our original investments

Reworded

  • 67% rewrittenRISKS RELATING TO OUR OPERATIONS

    Distributors lobby to change the regulations under which retransmission consent is negotiated before both Congress and the FCC in order to increase their bargaining leverage with television stations

    Updated to include May 2020 FCC rules allowing small MVPDs to negotiate via buying groups and obligating large station groups to negotiate with them.

  • 48% rewrittenRISKS RELATING TO OUR OPERATIONS

    Television station ownership

    Added a June 18, 2025 FCC Public Notice seeking comments on modifying, retaining, or eliminating the 39% audience reach cap and UHF discount.

  • 33% rewrittenRISKS RELATING TO OUR OPERATIONS

    Our response to corporate social responsibility considerations, and compliance with laws and regulations related thereto, may adversely impact our business

    Changed framing from ongoing increasing focus on ESG to stating that stakeholders were focused on ESG until recently.

  • 29% rewrittenRISKS RELATING TO OUR OPERATIONS

    There can be no assurance that our advertising revenue will not be volatile in the future or that such volatility will not have an adverse impact on our business, financial condition, or results of operations

    Minor phrasing updates changing future revenues and revenue to future revenue and revenue.

  • 27% rewrittenRISKS RELATING TO OUR OPERATIONS

    We face intense, wide-ranging competition for viewers and advertisers, which could have a negative impact on the amount of advertising revenue we earn

    Added connected televisions to the list of competing sources for viewers, listeners, and advertisers.

    Was: We face intense, wide-ranging competition for viewers and advertisers

  • 25% rewrittenRISKS RELATING TO OUR CONCENTRATED VOTING STOCK OWNERSHIP

    The Smiths exercise control over most matters submitted to a stockholder vote and may have interests that differ from other security holders. They may, therefore, take actions that are not in the interests of other security holders

    Updated the Smith family voting control percentage from approximately 81.9% as of December 31, 2024 to 81.3% as of December 31, 2025.

  • 23% rewrittenRISKS RELATING TO OUR OPERATIONS

    We have experienced a cyber-security breach in the past and may be vulnerable to future security breaches, data privacy, and other information technology failures that could have a material adverse effect on our financial performance and operating results and disrupt our operations

    No substantive textual changes were made to the cybersecurity risk description.

All 35 risk factors

Headings as the filing states them, in filing order.

RISKS RELATING TO OUR OPERATIONS

  1. 01If the rate of decline in the number of subscribers to Distributor services increases or these subscribers shift to other services or bundles that do not include our stations or programming networks, there may be a material adverse effect on our revenue
  2. 02We may not be able to renegotiate distribution agreements at terms comparable to or more favorable than our current agreements and networks with which we are affiliated currently, or in the future, may require us to share revenue from distribution agreements with them
  3. 03Distributors lobby to change the regulations under which retransmission consent is negotiated before both Congress and the FCC in order to increase their bargaining leverage with television stations67% rewritten
  4. 04Our acquisitions and investments could pose various risks and increase our financial leverage
  5. 05We face intense, wide-ranging competition for viewers and advertisers, which could have a negative impact on the amount of advertising revenue we earn27% rewritten
  6. 06Our ability to adapt to competition from other broadcasters, other content providers and changes in consumer behavior and technology may adversely affect our business
  7. 07We depend on the appeal of our programming, which may be unpredictable, and increased programming costs or the loss of key entertainment and sports programming previously exclusively available to Distributor subscribers may have a material negative effect on our business and on our results of operations
  8. 08Theft of our intellectual property, including on digital platforms, may have a material negative effect on us and our results of operations, and we may become subject to infringement or other claims relating to our content or technology
  9. 09We have experienced a cyber-security breach in the past and may be vulnerable to future security breaches, data privacy, and other information technology failures that could have a material adverse effect on our financial performance and operating results and disrupt our operations23% rewritten
  10. 10Data privacy, data protection, and information security may require significant resources and present certain risks, including risks related to compliance with domestic and international privacy and data protection laws
  11. 11We rely upon cloud computing services to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operations
  12. 12The loss of key personnel, including talent, could disrupt the management or operations of our business and could have an adverse effect on our financial condition and results of operations
  13. 13We could be adversely affected by labor disputes, other union activity and related legislation
  14. 14Unrelated third parties may bring claims against us based on the nature and content of information posted on our linear programming, social platforms, and websites maintained by us
  15. 15Our advertising revenue can vary substantially from period to period based on many factors beyond our control. This volatility affects our operating results and may reduce our ability to repay debt or reduce the market value of our securities
  16. 16There can be no assurance that our advertising revenue will not be volatile in the future or that such volatility will not have an adverse impact on our business, financial condition, or results of operations29% rewritten
  17. 17Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs
  18. 18Television station ownership48% rewritten
  19. 19arrangements, we may be forced to pay termination penalties under the terms of certain of our arrangements. Any such termination penalties could be materialNew
  20. 20Failure of owner / licensee to exercise control
  21. 21We have invested and will continue to invest in new technology initiatives which may not result in usable technology or intellectual property
  22. 22We have limited experience in operating or investing in non-broadcast related businesses
  23. 23Our operations and business have in the past been, and could in the future be, materially adversely impacted by a pandemic or other health emergency
  24. 24Our response to corporate social responsibility considerations, and compliance with laws and regulations related thereto, may adversely impact our business33% rewritten
  25. 25The effects of the economic environment could require us to record an asset impairment of goodwill, indefinite-lived and definite-lived intangible assets or our investments
  26. 26We are subject to risks related to our use of AI, which is in the early stages of commercial use

RISKS RELATING TO OUR CONCENTRATED VOTING STOCK OWNERSHIP

  1. 27The Smiths exercise control over most matters submitted to a stockholder vote and may have interests that differ from other security holders. They may, therefore, take actions that are not in the interests of other security holders25% rewritten

RISKS RELATING TO OUR DEBT

  1. 28We have a high level of debt, totaling $4,383 million at December 31, 2025, compared to the book value of shareholders’ equity of $370 million on the same date
  2. 29We may not be able to generate sufficient cash to service all of our debt and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful
  3. 30Despite our current level of debt, we and our subsidiaries may be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described herein
  4. 31Our variable rate debt subjects us to interest rate risk, which could cause our debt service obligations to increase significantly
  5. 32Our use of derivative financial instruments to reduce interest rate risk may result in added volatility in our financial results and cash flows, including increased interest expense
  6. 33Commitments we have made to our lenders and noteholders limit our ability to take actions that could increase the value of our securities and business or may require us to take actions that decrease the value of our securities and business
  7. 34Certain of our debt agreements will contain cross-default provisions with other debt, which means that a default under certain of our debt instruments may cause a default under such other debt
  8. 35Financial and economic conditions, including inflation, may have an adverse impact on our industry, business, and results of operations or financial condition

Other Sinclair 10-Ks

  • FY2024 10-K risk factors
    36 risks

    Cord cutting and declining distributor subscribers threaten core broadcasting revenues. High debt of $4,129 million limits financial flexibility against volatile advertising sales. The Smith family controls 81.9% of voting rights.

    Filed Feb 26, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.