Sinclair (SBGI) chair buys Class A shares, gifts 1.49M Class B

Rhea-AI Filing Summary

Sinclair, Inc. Executive Chairman David D. Smith reported both a stock purchase and gifts of shares. On March 28, 2025, he bought 97,285 shares of Class A Common Stock in the open market at a weighted-average price of $15.42 per share, within a price range of $15.32–$15.50.

On the same date, he made bona fide gifts totaling 1,494,800 shares of Class B Common Stock, in four equal blocks of 373,700 shares, to separate 2025 Series I irrevocable trusts for family members. After these transactions, he directly owns 1,416,272 Class B and 1,380,525 Class A shares, plus additional Class A shares as restricted stock and in a 401(k), along with substantial indirect holdings through family entities and a foundation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH DAVID D

(Last) (First) (Middle)

C/O SINCLAIR BROADCAST GROUP

2000 WEST 41ST ST

(Street)

BALTIMORE MD 21211-1420

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sinclair, Inc. [ SBGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/28/2025		P		97,285	A	$15.42(1)	1,380,525(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0	03/28/2025		G(1)			373,700	(4)	(4)	Class B Common Stock	373,700	$0	2,537,372(4)(5)	D
Class B Common Stock	$0	03/28/2025		A(7)		373,700		(4)	(4)	Class B Common Stock	373,700	$0	373,700	I	By David D. Smith / BECS 2025, SERIES I Irrevocable Trust(8)
Class B Common Stock	$0	03/28/2025		G(3)			373,700	(4)	(4)	Class B Common Stock	373,700	$0	2,163,672(5)(6)	D
Class B Common Stock	$0	03/28/2025		A(7)		373,700		(4)	(4)	Class B Common Stock	373,700	$0	373,700	I	By David D. Smith / DBS 2025, SERIES I Irrevocable Trust(8)
Class B Common Stock	$0	03/28/2025		G(3)			373,700	(4)	(4)	Class B Common Stock	373,700	$0	1,789,972(5)(6)	D
Class B Common Stock	$0	03/28/2025		A(7)		373,700		(4)	(4)	Class B Common Stock	373,700	$0	373,700	I	By David D. Smith / JBSS 2025, SERIES I Irrevocable Trust(8)
Class B Common Stock	$0	03/28/2025		G(3)			373,700	(4)	(4)	Class B Common Stock	373,700	$0	1,416,272(5)(6)	D
Class B Common Stock	$0	03/28/2025		A(7)		373,700		(4)	(4)	Class B Common Stock	373,700	$0	373,700	I	By David D. Smith / MJSS 2025, SERIES I Irrevocable Trust(8)

Explanation of Responses:

1. The purchase price is a weighted average for the purchase reported. The range of prices for this purchase was $15.32-$15.50. The Reporting Person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

2. The Reporting Person also directly owns (i) 1,416,272 shares of Class B Common Stock, (ii) 398,229 shares of Class A Common Stock issued as Restricted Stock, and (iii) 18,815.923349 shares of Class A Common Stock held in a 401(k) unitized stock fund. He indirectly owns (i) 28,160 shares of Class A Common Stock held in separate custodial accounts established by the Reporting Person for the benefit of family members of which the Reporting Person is the custodian, (ii) 338,400 shares of Class A Common Stock held by trusts f/b/o family members of which the Reporting Person is a trustee, (iii) 4,000,000 shares of Class B Common Stock held by trusts f/b/o family members, (iv) 162,553 shares of Class A Common Stock held by a limited liability company controlled by the Reporting Person, and (v) 803,178 shares of Class A Common Stock held f/b/o David D. Smith Family Foundation, Inc. which the Reporting Person controls, but does not derive benefit.

3. Gift to Trust f/b/o Reporting Person's child.

4. The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date.

5. After giving effect to the transactions reported on this Form 4, the Reporting Person directly owns 1,416,272 shares of Class B Common Stock.

6. Reporting Person also directly owns (i) 1,380,525 shares of Class A Common Stock (ii) 398,229 shares of Class A Common Stock issued as Restricted Stock, and (iii) 18,823.964222 shares of Class A Common Stock held in a 40l(k) unitized stock fund. The Reporting Person indirectly owns (i) 28,160 shares of Class A Common Stock held in separate custodial accounts established by the Reporting Person f/b/o family members of which the Reporting Person is the custodian, (ii) 338,400 shares of Class A Common Stock held by trusts f/b/o family members of which the Reporting Person is a trustee, (iii) 162,553 shares of Class A Common Stock held by a limited liability company controlled by the Reporting Person, and (iv) 803,178 shares of Class A Common Stock held f/b/o of David D. Smith Family Foundation, Inc., which the Reporting Person controls, but does not derive any benefit.

7. Acquired by gift from Reporting Person.

8. The Reporting Person has the right to substitute the corpus of the trust.

Remarks:

This amendment is being filed solely to correct a ministerial error in the original Form 4. Due to an inadvertent omission, the acquisition of 97,285 Class A Shares was not reported in the original filing, although it was intended to be included.

	Anastasia Thomas Nardangeli, Esq., on behalf of David D. Smith, by Power of Attorney	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did David D. Smith report for Sinclair (SBGI)?

David D. Smith reported buying Sinclair Class A shares and gifting Class B shares. He acquired 97,285 Class A shares in an open-market purchase and made bona fide gifts totaling 1,494,800 Class B shares to several irrevocable family trusts.

How many Sinclair Class A shares did Smith buy and at what price?

He bought 97,285 shares of Sinclair Class A Common Stock at a weighted-average price of $15.42 per share. The actual purchase prices ranged between $15.32 and $15.50, based on multiple trades aggregated into the reported transaction.

How many Sinclair Class B shares did Smith gift and who received them?

He gifted a total of 1,494,800 Sinclair Class B shares in four equal blocks of 373,700 shares. The recipients were separate 2025 Series I irrevocable trusts established for the benefit of his children and other family members.

What are David D. Smith’s direct Sinclair shareholdings after these transactions?

After these transactions, he directly owns 1,416,272 shares of Sinclair Class B Common Stock and 1,380,525 shares of Class A Common Stock. He also directly holds additional Class A shares as restricted stock and in a 401(k) unitized stock fund.

Are the gifted Sinclair Class B shares convertible into Class A shares?

The filing states that Sinclair Class B Common Stock is convertible at David D. Smith’s election and has no expiration date. This means the Class B shares, including those gifted to the family trusts, can be converted into Class A shares if he elects to do so.

Does this Form 4/A show any insider sales of Sinclair stock into the market?

No market sales are shown in this Form 4/A. The filing reports one open-market purchase of Class A shares and several bona fide gifts of Class B shares to irrevocable family trusts, which are non-market transfers without sale proceeds.