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Sinclair director Robert E. Smith sells 500K shares

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Form Type
4

Rhea-AI Filing Summary

Sinclair, Inc. (SBGI) director and ten percent owner Robert E. Smith converted 250,000 Class B shares into 250,000 Class A shares on each of November 9 and November 10, 2026, one-for-one and with no additional consideration. He sold 250,000 Class A shares on November 9 in five 50,000-share transactions at $13.8918, $13.8943, $14.0370, $14.0396 and $14.0541 per share, then sold 250,000 on November 10 at a weighted average $14.2059 per share; the reported prices for that sale ranged from $14.00 to $14.50. No Rule 10b5-1 plan is reported.

After all reported transactions, Smith directly owned 0 Class A shares, excluding the other holdings described: 1,069.263333 Class A shares in a 401(k) unitized stock fund as of November 11, 2026; 121,750 Class B shares held indirectly in an irrevocable trust for family members; and 4,000 Class A shares in accounts held by or with immediate family members.

Insider SMITH ROBERT E
Role Director, 10% Owner
Sold 500,000 shs ($7.05M)
Approx. gross sale proceeds $7.05M
Approx. exercise cost $0.00
Approx. pre-tax spread $7.05M
Share of Position Sold 100%
Type Security Shares Price Value
Conversion Class B Common Stock F1, F2, F3 250,000 $0.00 $0.00
Conversion Class A Common Stock F1, F3, F5 250,000 $0.00 $0.00
Sale Class A Common Stock F6, F3, F5 250,000 $14.2059 $3.55M
Conversion Class B Common Stock F1, F2, F3 250,000 $0.00 $0.00
Conversion Class A Common Stock F1, F3, F4, F5 250,000 $0.00 $0.00
Sale Class A Common Stock F3, F5 50,000 $13.8918 $695K
Sale Class A Common Stock F3, F5 50,000 $13.8943 $695K
Sale Class A Common Stock F3, F5 50,000 $14.037 $702K
Sale Class A Common Stock F3, F5 50,000 $14.0396 $702K
Sale Class A Common Stock F3, F5 50,000 $14.0541 $703K
Holdings After Transaction: Class B Common Stock — 5,473,162 shares (Direct); Class A Common Stock — 0 shares (Direct)
Holdings Before and After: Class B Common Stock, 5,973,162 to 5,473,162 shares (Direct); Class A Common Stock, 0 to 0 shares (Direct)
Footnotes (6)
  1. F1. Represents the voluntary conversion of 250,000 shares of Class B Common Stock into 250,000 shares of Class A Common Stock on a one-for-one basis pursuant to the Issuer's governing documents. No additional consideration was paid in connection with the conversion.
  2. F2. The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date.
  3. F3. The Reporting Person also owns 1,069.263333 (as of 11/11/2026) shares of Class A Common Stock held in a 401(k) unitized stock fund. The Reporting Person also indirectly owns (i) 121,750 shares of Class B Common Stock held in an irrevocable trust f/b/o family members; and (ii) 4,000 shares of Class A Common Stock in accounts held by or with members of the Reporting Person's immediate family.
  4. F4. Prior to giving effect to all of the transactions reported on this Form 4, the Reporting Person directly owned 0 shares of Class A Common Stock.
  5. F5. After giving effect to all of the transactions reported on this Form 4, the Reporting Person directly owns 0 shares of Class A Common Stock (excluding the shares described in footnote (3)).
  6. F6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6).
Class B shares converted 250,000 shares on each date Converted into Class A shares on November 9 and November 10, 2026, one-for-one.
Class A shares sold 500,000 shares 250,000 shares sold on each of November 9 and November 10, 2026.
November 9 sale prices $13.8918, $13.8943, $14.0370, $14.0396 and $14.0541 per share Five transactions of 50,000 shares each on November 9, 2026.
November 10 weighted average sale price $14.2059 per share 250,000 Class A shares; reported prices ranged from $14.00 to $14.50.
Direct Class A shares after transactions 0 shares Excludes the other holdings described in the footnote.
Class A shares in 401(k) unitized stock fund 1,069.263333 shares As of November 11, 2026.
Indirect Class B shares in family trust 121,750 shares Held in an irrevocable trust for family members.
Class A shares in family accounts 4,000 shares In accounts held by or with members of the reporting person's immediate family.
voluntary conversion financial
"voluntary conversion of 250,000 shares of Class B Common Stock"
one-for-one basis technical
"into 250,000 shares of Class A Common Stock on a one-for-one basis"
weighted average price financial
"The price reported is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
unitized stock fund financial
"shares of Class A Common Stock held in a 401(k) unitized stock fund"
irrevocable trust financial
"121,750 shares of Class B Common Stock held in an irrevocable trust"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SBGI shares did Robert E. Smith sell, and at what prices?

Robert E. Smith reported sales of 500,000 Class A shares: 250,000 on November 9 and 250,000 on November 10, 2026. The November 9 sales were five 50,000-share transactions at $13.8918, $13.8943, $14.0370, $14.0396 and $14.0541 per share. The November 10 sale was at a weighted average $14.2059 per share, with prices from $14.00 to $14.50; no Rule 10b5-1 plan is reported.

How many SBGI Class A shares did Robert E. Smith own directly after these transactions?

He directly owned 0 Class A shares after all reported transactions, excluding other holdings described separately. These included 1,069.263333 Class A shares in a 401(k) unitized stock fund as of November 11, 2026; 121,750 Class B shares held indirectly in an irrevocable trust for family members; and 4,000 Class A shares in accounts held by or with members of his immediate family.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 ROBERT E

(Last)(First)(Middle)
10706 BEAVER DAM ROAD

(Street)
COCKEYSVILLE MARYLAND 21030

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Sinclair, Inc. [ SBGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock11/09/2026C(1)250,000A$0250,000(3)(4)(5)D
Class A Common Stock11/09/2026S50,000D$13.8918200,000(3)(5)D
Class A Common Stock11/09/2026S50,000D$13.8943150,000(3)(5)D
Class A Common Stock11/09/2026S50,000D$14.037100,000(3)(5)D
Class A Common Stock11/09/2026S50,000D$14.039650,000(3)(5)D
Class A Common Stock11/09/2026S50,000D$14.05410(3)(5)D
Class A Common Stock11/10/2026C(1)250,000A$0250,000(3)(5)D
Class A Common Stock11/10/2026S250,000D$14.2059(6)0(3)(5)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock$011/09/2026C(1)250,000 (2) (2)Class A Common Stock250,000$05,723,162(3)D
Class B Common Stock$011/10/2026C(1)250,000 (2) (2)Class A Common Stock250,000$05,473,162(3)D
Explanation of Responses:
1. Represents the voluntary conversion of 250,000 shares of Class B Common Stock into 250,000 shares of Class A Common Stock on a one-for-one basis pursuant to the Issuer's governing documents. No additional consideration was paid in connection with the conversion.
2. The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date.
3. The Reporting Person also owns 1,069.263333 (as of 11/11/2026) shares of Class A Common Stock held in a 401(k) unitized stock fund. The Reporting Person also indirectly owns (i) 121,750 shares of Class B Common Stock held in an irrevocable trust f/b/o family members; and (ii) 4,000 shares of Class A Common Stock in accounts held by or with members of the Reporting Person's immediate family.
4. Prior to giving effect to all of the transactions reported on this Form 4, the Reporting Person directly owned 0 shares of Class A Common Stock.
5. After giving effect to all of the transactions reported on this Form 4, the Reporting Person directly owns 0 shares of Class A Common Stock (excluding the shares described in footnote (3)).
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6).
Anastasia Thomas Nardangeli, Esq., on behalf of Robert E. Smith, by Power of Attorney11/12/2026
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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