Sinclair, Inc.SBGI
Sinclair, Inc. Fair Value Disclosure
16. 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 as of December 31, 2025 and 2024 (in millions):
| 2025 | 2024 | ||||||||||||||||||||||
| Face Value | Fair Value | Face Value | Fair Value | ||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||
| Investments in equity securities | N/A | $ | 40 | N/A | $ | 19 | |||||||||||||||||
| Money market funds | N/A | $ | 678 | N/A | $ | 601 | |||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Investments in equity securities (a) | N/A | $ | 181 | N/A | $ | 141 | |||||||||||||||||
| Interest rate swap (b) | N/A | $ | — | N/A | $ | 1 | |||||||||||||||||
| Deferred compensation assets | N/A | $ | 52 | N/A | $ | 47 | |||||||||||||||||
| Deferred compensation liabilities | N/A | $ | 48 | N/A | $ | 46 | |||||||||||||||||
| STG (c): | |||||||||||||||||||||||
9.750% Second Lien Senior Secured Notes due 2033 (d) | $ | 432 | $ | 474 | $ | — | $ | — | |||||||||||||||
8.125% First-Out First Lien Secured Notes due 2033 (d) | $ | 1,430 | $ | 1,496 | $ | — | $ | — | |||||||||||||||
5.500% Senior Notes due 2030 | $ | 485 | $ | 440 | $ | 485 | $ | 328 | |||||||||||||||
5.125% Senior Notes due 2027 (d) | $ | — | $ | — | $ | 274 | $ | 249 | |||||||||||||||
4.375% Second-Out First Lien Secured Notes due 2032 (d) | $ | 238 | $ | 189 | $ | — | $ | — | |||||||||||||||
4.125% Senior Secured Notes due 2030 (d) | $ | — | $ | — | $ | 737 | $ | 546 | |||||||||||||||
4.125% Unsecured Notes due 2030 (d) | $ | 4 | $ | 3 | $ | — | $ | — | |||||||||||||||
| Term Loan B-2, due September 30, 2026 (d) | $ | — | $ | — | $ | 1,175 | $ | 1,160 | |||||||||||||||
| Term Loan B-3, due April 1, 2028 (d) | $ | 3 | $ | 2 | $ | 714 | $ | 575 | |||||||||||||||
| Term Loan B-4, due April 21, 2029 (d) | $ | — | $ | — | $ | 731 | $ | 589 | |||||||||||||||
| Term Loan B-6, due December 31, 2029 (d) | $ | 706 | $ | 642 | $ | — | $ | — | |||||||||||||||
| Term Loan B-7, due December 31, 2030 (d) | $ | 726 | $ | 653 | $ | — | $ | — | |||||||||||||||
| A/R Facility (e) | $ | 375 | $ | 375 | $ | — | $ | — | |||||||||||||||
| Debt of variable interest entities (c) | $ | 6 | $ | 6 | $ | 7 | $ | 7 | |||||||||||||||
| Level 3: | |||||||||||||||||||||||
| Investments in equity securities (f) | N/A | $ | 2 | N/A | $ | 68 | |||||||||||||||||
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)The fair value of the interest rate swap was a liability as of December 31, 2025 and an asset as of December 31, 2024. See Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap within Note 6. Notes Payable and Commercial Bank Financing.
(c)Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing costs, which are excluded in the above table, of $55 million and $36 million as of December 31, 2025 and 2024, respectively.
(d)STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the year ended December 31, 2025. In April 2025 and October 2025, STG repurchased $81 million and the remaining $89 million, respectively, aggregate principal amount of the 5.125% Senior Notes due 2027. For further information, see Note 6. Notes Payable and Commercial Bank Financing.
(e)On November 6, 2025, STG and one of its subsidiaries entered into a three-year, up to $375 million A/R Facility with Wells Fargo Bank, N.A., as administrative agent, which matures on November 6, 2028. For further information, see Note 6. Notes Payable and Commercial Bank Financing.
(f)Amounts primarily relate to warrants and options to acquire common equity in Bally’s. For the years ended December 31, 2025, 2024, and 2023, we recorded a fair value adjustment loss of $8 million, gain of $19 million, and loss of $29 million, respectively, related to these interests. The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity. The fair value of the options is derived utilizing the Black-Scholes valuation model. The most significant inputs include the trading price of the underlying common stock and the exercise price of the options, which range from $30 to $45 per share. All outstanding awards to acquire common equity in Bally’s were converted to warrants and transferred to Level 2 during the year ended December 31, 2025.
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 (in millions):
| Options and Warrants | |||||
| Fair Value at December 31, 2023 | $ | 46 | |||
| Measurement adjustments | 22 | ||||
| Fair Value at December 31, 2024 | 68 | ||||
| Measurement adjustments | (8) | ||||
| Transfer to Level 2 | (58) | ||||
| Fair Value at December 31, 2025 | $ | 2 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 29, 2024 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.