[8-K] Sinclair, Inc. Reports Material Event

Rhea-AI Filing Summary

Sinclair, Inc. announced a planned Chief Financial Officer transition and post-employment arrangements for outgoing CFO Lucy Rutishauser. Ms. Rutishauser stepped down as CFO on July 7, 2025 to support transition activities and retired from employment effective October 1, 2025. Beginning on the retirement date, Sinclair and Ms. Rutishauser entered a consulting agreement for up to two years under which she will provide strategic consulting services at $593.75 per hour with a guaranteed minimum of eight hours per week.

The agreement requires Sinclair to pay for or reimburse Ms. Rutishauser's COBRA health coverage through April 1, 2027 (the Applicable COBRA Period). If consulting extends beyond that date, Sinclair will reimburse costs to secure equivalent health insurance above what she would have paid as an employee. The agreement also includes non-competition, non-solicitation and confidentiality restrictions and extends the post-termination exercise period for certain outstanding stock appreciation rights to the SARs' ten-year expiration. A copy of the agreement will be filed as an exhibit in the company’s Quarterly Report for the quarter ended September 30, 2025.

Positive

• Two-year consulting agreement preserves CFO knowledge during transition with retained access to strategic support
• Company-funded or reimbursed COBRA coverage through Apr 1, 2027 maintains continuity of health benefits
• Post-termination SAR exercise period extended to the ten-year expiration, preserving equity value for the departing executive

Negative

• Guaranteed minimum consulting payment of eight hours weekly at $593.75/hour creates predictable cash outflow
• Non-competition and non-solicitation restrictions limit the executive's future employment options

Insights

Compensation & HR Analyst

Transition uses a paid consulting bridge and extended SAR exercise window.

The company structured a two-year consulting arrangement paying $593.75 per hour with a minimum of eight hours weekly to retain the outgoing CFO's expertise during the leadership handover. Health benefits are ensured through reimbursement or direct payment for COBRA through April 1, 2027, with additional reimbursement if services extend beyond that period.

These terms limit immediate operational disruption and preserve executive continuity, while the extension of SAR post-termination exercise preserves economic value for the executive. Watch the Quarterly Report for the filed agreement and any disclosures on total cash paid under the consulting arrangement within the next quarter ended September 30, 2025.

Corporate Governance Specialist

Agreement balances retention with restrictive covenants and potential cost exposure.

The contract contains non-competition, non-solicitation and confidentiality clauses which protect company interests but restrict the executive's post-engagement options. Extending SAR exercise rights to the ten-year expiration date is a meaningful concession that preserves long-term equity value for the executive.

Investors should note the guaranteed minimum consulting hours and the hourly rate as potential recurring cash outflows during the term; these will appear in periodic filings and could be quantified in upcoming quarterly disclosures.

false0001971213000091275200019712132025-10-012025-10-010001971213sbgi:SinclairBroadcastGroupLLCMember2025-10-012025-10-01

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

October 1, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to a previously announced Chief Financial Officer transition plan, on July 7, 2025, Sinclair, Inc. ("Sinclair" or the "Company") announced that, effective such date, Lucy Rutishauser would step down as the Company’s Chief Financial Officer and continue as Executive Vice President to support the transition of Narinder Sahai, as the Company’s Executive Vice President and Chief Financial Officer.

Effective October 1, 2025, Ms. Rutishauser retired from employment with the Company. On such date, the Company and Ms. Rutishauser entered into a consulting agreement (the “Agreement”) whereby, for a period of up to two years, Ms. Rutishauser will provide mutually agreed upon strategic consulting services to the Company. During the term of the Agreement, Ms. Rutishauser will be paid $593.75 per hour for each hour that consulting services are performed, with a guarantee of payment for a minimum of eight hours per week, and, if Ms. Rutishauser elects to continue her health insurance coverage (including family coverage) with Sinclair (under COBRA), Sinclair shall pay for such COBRA coverage or, at the election of Ms. Rutishauser, will reimburse Ms. Rutishauser for any cost and expense actually incurred by Ms. Rutishauser for such COBRA coverage (including any additional taxes). COBRA coverage shall not extend beyond April 1, 2027 (the "Applicable COBRA Period"). During the portion of the term of the Agreement, if any, that extends past the Applicable COBRA Period, Sinclair will reimburse Ms. Rutishauser for any cost incurred by her (including any additional taxes) to secure and maintain equivalent health insurance above and beyond the cost she would have incurred as an employee were she (and her husband) covered under Sinclair's health insurance plan. The Agreement also contains non-competition, non-solicitation and confidentiality restrictions on Ms. Rutishauser.

In connection with the Agreement, the Company and Ms. Rutishauser agreed to amend the terms of each outstanding award of stock appreciation rights (“SARs”) held by Ms. Rutishauser granted under the Sinclair, Inc. 2022 Stock Incentive Plan to extend the post-termination exercise period of the SARs on certain qualifying terminations to the ten (10)-year expiration date of the SARs.

A copy of the Agreement will be filed as an exhibit with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
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: October 1, 2025

FAQ

What change did Sinclair (SBGI) announce regarding its CFO?

Sinclair announced the CFO transition: Lucy Rutishauser stepped down as CFO on July 7, 2025 and retired effective October 1, 2025 while remaining as a consultant.

How much will Sinclair pay for consulting services from the outgoing CFO?

The agreement pays $593.75 per hour for consulting services with a guaranteed minimum of eight hours per week.

How long will Sinclair cover health insurance for the departing CFO?

Sinclair will pay for or reimburse COBRA coverage through April 1, 2027; if consulting continues beyond that, Sinclair will reimburse costs to secure equivalent coverage above employee-rate costs.

Were there any changes to equity awards for the departing CFO?

Yes; outstanding stock appreciation rights (SARs) held by the executive were amended to extend the post-termination exercise period to the SARs' ten-year expiration for certain qualifying terminations.

Will the consulting agreement be publicly filed?

A copy of the consulting agreement will be filed as an exhibit with the company’s Quarterly Report for the quarter ended September 30, 2025.