Sinclair SEC Filings

Sinclair, Inc. amended the employment agreement for Robert Weisbord, Chief Operating Officer and President of Broadcast, effective retroactively to January 1, 2025. His base salary is set at $1,000,000 annually through a term that now expires December 31, 2027, subject to extension. He is eligible for an annual cash bonus of $1,000,000, an additional annual "exceeds" bonus of up to $600,000, and an executive performance bonus of up to $800,000 for 2025 with 3% annual increases thereafter. He may receive annual restricted stock grants valued at $1,550,000 (2025), $1,260,000 (2026), and $1,323,000 (2027) vesting over two years, with 5% annual increases thereafter. If employed in good standing through January 1, 2027 or terminated without Cause before that date, he is eligible for a $5,000,000 Guaranteed Longevity Bonus payable in twelve monthly cash installments in 2027, or payable in full within 30 days if termination is due to a Change in Control.

Gabelli-affiliated reporting persons collectively hold 5,585,516 shares of Sinclair, representing 12.20% of the Class A common stock outstanding as reported in the issuer's most recently filed Form 10-Q. The largest position is GAMCO Asset Management Inc. with 4,110,137 shares (8.97%), followed by Gabelli Funds LLC with 1,137,854 shares (2.48%). The filing discloses that the group used approximately $7,032,182 in aggregate to purchase the additional shares since the prior Schedule 13D, with most funds provided through GAMCO advisory client accounts.

The reporting persons generally state sole voting and dispositive power over their reported holdings, but the filing notes specific exceptions: GAMCO lacks authority to vote 146,900 shares, Gabelli Funds' voting may be subject to a Proxy Voting Committee if joint filers' aggregate voting interest exceeds certain thresholds, and several individuals and entities hold power indirectly with respect to shares held by other reporting persons.

Sinclair, Inc. reported weaker advertising-driven results for the quarter ended June 30, 2025 across its two segments, local media and tennis. Total revenue fell to $784 million from $829 million a year earlier, driven largely by a sharp decline in political advertising (from $40 million to $6 million). Operating income declined to $21 million (from $64 million) as operating expenses stayed roughly level.

Higher financing costs and investment valuation losses turned the company to a quarterly net loss attributable to Sinclair of $64 million (basic diluted loss per share of $0.91). Interest expense rose and the company completed a material refinancing: STG issued $1,430 million of 8.125% first-out notes due 2033 and exchanged several term loans into longer-dated facilities, actions that restructured maturities but increased realized interest costs. Cash and cash equivalents were $616 million and consolidated assets were $5.67 billion with total liabilities of $5.38 billion, leaving shareholders' equity of $293 million.

Sinclair, Inc. (NASDAQ: SBGI) filed an 8-K disclosing a key leadership change under Item 5.02. Effective July 7 2025, Narinder Sahai, 51, has been appointed Executive Vice President & Chief Financial Officer. Incumbent CFO Lucy Rutishauser will step down from the CFO role and remain an Executive Vice President to facilitate the transition.

Professional background. Sahai most recently served as CFO of Arcis Golf. Prior posts include CFO and Special Advisor at RumbleOn (2022-2023), finance leadership at Amazon Web Services (2020-2022), SVP & Treasurer at Target Hospitality (2019-2020), and various senior finance roles at TechnipFMC and Delphi. He holds an MBA (Ross School of Business, University of Michigan), a Bachelor of Engineering from Thapar University, and is a CFA charterholder.

Key compensation terms:

• Base salary: $700 k (year 1), $750 k (year 2), $800 k (year 3).
• Signing bonus: $105 k.
• Annual performance bonus: up to 200 % of current salary, subject to Compensation Committee criteria.
• Long-term performance bonus: up to $2 million triggered when the 22-day average share price exceeds $33, $40, and each additional $5 increment thereafter.
• Equity grant: $1.75 million in RSUs vesting July 7 2028 under the 2022 Stock Incentive Plan.
• Relocation reimbursement: up to $100 k.
• Severance: after July 7 2026, 12 months’ salary plus prorated bonus upon termination without Cause or resignation for Good Reason; prorated benefits in the event of death or disability.

The agreement contains standard non-compete, non-solicitation, and confidentiality clauses. The full contract will be filed with Sinclair’s Form 10-Q for the quarter ending June 30 2025.

Investor take-away: The filing signals a CFO transition with an incentive package tightly linked to share-price performance, but does not provide financial guidance or earnings data.

Sinclair, Inc. (SBGI) – Form 4 insider transaction summary:

Vice President, Director and 10% owner Frederick G. Smith reported a series of internal share transfers dated 24 June 2025 involving Class A common stock:

• Three "J" code transactions (footnote 1) – Smith removed 300,000 shares from a child’s trust and recorded them as directly held at a reference price of $13.09 per share (aggregate value ≈ $3.9 million). These transactions reflect the exercise of his contractual right to substitute trust assets and are not open-market purchases.
• Three "G" code transactions (footnote 3) – Smith subsequently gifted 300,000 shares (in three blocks of 100,000) to three newly listed irrevocable trusts for the benefit of his children. Each gift reduced his direct holdings by 100,000 shares and created an equal indirect position recorded under the respective trust.

Post-transaction ownership:

• Direct Class A: 189,000 shares
• Indirect Class A: 300,000 shares across three trusts
• Total reported Class A economic interest: 489,000 shares (unchanged versus pre-filing)
• Additionally, Smith continues to own 3,000,000 Class B shares and 15,756 Class A shares through a 401(k) unitized fund.

Key takeaways for investors: the filing documents an estate-planning realignment rather than market-based buying or selling. Economic exposure to Sinclair remains effectively constant, and no cash changed hands on the reported gifts. As such, the Form 4 is viewed as neutral with respect to the company’s valuation or near-term trading dynamics.

Sinclair Director Benson E. Legg reported the acquisition of 18,084 shares of Class A Common Stock on June 6, 2025, through the company's Stock Incentive Plan. Following this transaction, Legg's direct beneficial ownership increased to 77,713 shares.

Key Transaction Details:

• Transaction Type: Stock Award (Code A)
• Security Type: Class A Common Stock
• Ownership Form: Direct
• Filing was completed by Anastasia Thomas Nardangeli, Esq., acting with Power of Attorney

This Form 4 filing indicates standard equity-based compensation for a board member, suggesting continued alignment between director and shareholder interests. No derivative securities were involved in this transaction.