Sinclair's J. Duncan Smith gifts 99,290 shares

Q: How many SBGI shares did J. Duncan Smith convert?

Smith converted 99,290 Class B shares into 99,290 Class A shares on November 6, 2026. The conversion was one-for-one and required no additional consideration.

Q: How many SBGI shares did J. Duncan Smith gift?

Smith reported gifts totaling 99,290 Class A shares across three transactions on November 6, 2026: 35,715, 27,860 and 35,715 shares. Each transaction reports $13.705 per share, identified as the date’s average closing price.

The Class B-to-Class A conversion was one-for-one and carried no additional consideration; three Class A transfers were reported as bona fide gifts.

Available on EDGAR 11/10/2026 - 07:44 PM EST Accepted by SEC EDGAR 11/10/2026 - 07:44 PM EST

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Form Type

Rhea-AI Filing Summary

Sinclair, Inc. (SBGI) officer, director and ten-percent owner J. Duncan Smith, Vice President/Secretary, converted 99,290 shares of Class B Common Stock into 99,290 shares of Class A Common Stock on November 6, 2026, one-for-one and without additional consideration. The reported Class B position after conversion was 5,416,096 shares.

That day, Smith also reported three bona fide gifts of Class A shares: 35,715, 27,860 and 35,715. Each transaction reports $13.705 per share, which a note identifies as the date’s average closing price. The reported post-transaction Class A amount was 185 shares. Separate ownership notes list 22,687 Class A shares in a unitized stock fund and indirect Class B holdings of 137,154 shares across three trusts, 41,050 in a trust for family members and 872,600 in two trusts for Smith. No Rule 10b5-1 plan is reported.

Insider Trade Summary

99,290 shares exercised/converted

Exercise 5 txns

Insider SMITH J DUNCAN

Role Vice President/Secretary

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock ^{F1, F2, F3, F4, F5}	99,290	$0.00	$0.00
Conversion	Class A Common Stock ^{F1, F3, F5}	99,290	$0.00	$0.00
Gift	Class A Common Stock ^{F6, F3, F5}	35,715	$13.705	$489K
Gift	Class A Common Stock ^{F6, F3, F5}	27,860	$13.705	$382K
Gift	Class A Common Stock ^{F6, F3, F5}	35,715	$13.705	$489K

Holdings After Transaction: Class B Common Stock — 5,416,096 shares (Direct); Class A Common Stock — 185 shares (Direct)

Holdings Before and After: Class B Common Stock, 5,515,386 to 5,416,096 shares (Direct); Class A Common Stock, 185 to 185 shares (Direct)

Footnotes (6)

F1. Represents the voluntary conversion of 99,290 shares of Class B Common Stock into 99,290 shares of Class A Common Stock on a one-for-one basis pursuant to the Company's governing documents. No additional consideration was paid in connection with the conversion.
F2. The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date.
F3. The Reporting Person also directly owns 22,686.911454 shares of Class A Common Stock held in a 40l(k) unitized stock fund. The Reporting Person also indirectly owns (i) 137,154 shares of Class B Common Stock divided equally among three irrevocable trusts, each for the benefit of a child of the Reporting Person, of which the Reporting Person is a co-trustee; (ii) 41,050 shares of Class B Common Stock held in irrevocable trust f/b/o family members; and (iii) 872,600 shares of Class B Common Stock collectively held in two separate irrevocable trusts f/b/o the Reporting Person.
F4. The Reporting Person directly owns 185 shares of Class A Common Stock.
F5. After giving effect to all of the transactions reported on this Form 4, Reporting Person shall own 185 shares of Class A Common Stock.
F6. Reflects the average closing price on the date of the transactions.

Key Figures

Class B shares converted: 99,290 shares Class A shares received: 99,290 shares Class B shares following conversion: 5,416,096 shares +5 more

8 metrics

Class B shares converted 99,290 shares November 6, 2026

Class A shares received 99,290 shares November 6, 2026

Class B shares following conversion 5,416,096 shares Following the November 6, 2026 conversion

Class A shares gifted 35,715 shares One gift reported for November 6, 2026

Class A shares gifted 27,860 shares One gift reported for November 6, 2026

Class A shares gifted 35,715 shares One gift reported for November 6, 2026

Average closing price $13.705 per share November 6, 2026 gift transactions

Reported post-transaction Class A shares 185 shares After all reported transactions

Key Terms

voluntary conversion, one-for-one basis, bona fide gift, unitized stock fund, +1 more

5 terms

voluntary conversion financial

"voluntary conversion of 99,290 shares of Class B Common Stock"

one-for-one basis financial

"on a one-for-one basis pursuant to the Company's governing documents"

bona fide gift financial

"Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

unitized stock fund financial

"Class A Common Stock held in a 40l(k) unitized stock fund"

irrevocable trusts financial

"divided equally among three irrevocable trusts"

FAQ

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

How many SBGI shares did J. Duncan Smith convert?

Smith converted 99,290 Class B shares into 99,290 Class A shares on November 6, 2026. The conversion was one-for-one and required no additional consideration.

How many SBGI shares did J. Duncan Smith gift?

Smith reported gifts totaling 99,290 Class A shares across three transactions on November 6, 2026: 35,715, 27,860 and 35,715 shares. Each transaction reports $13.705 per share, identified as the date’s average closing price.

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

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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

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 J DUNCAN

(Last)

(First)

(Middle)

10706 BEAVER DAM RD

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President/Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/06/2026		C⁽¹⁾		99,290	A	$0	99,475⁽³⁾⁽⁵⁾	D
Class A Common Stock	11/06/2026		G		35,715	D	$13.705⁽⁶⁾	63,760⁽³⁾⁽⁵⁾	D
Class A Common Stock	11/06/2026		G		27,860	D	$13.705⁽⁶⁾	35,900⁽³⁾⁽⁵⁾	D
Class A Common Stock	11/06/2026		G		35,715	D	$13.705⁽⁶⁾	185⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0	11/06/2026		C⁽¹⁾			99,290	⁽²⁾	⁽²⁾	Class B Common Stock	99,290	$0	5,416,096⁽³⁾⁽⁴⁾⁽⁵⁾	D

Explanation of Responses:

1. Represents the voluntary conversion of 99,290 shares of Class B Common Stock into 99,290 shares of Class A Common Stock on a one-for-one basis pursuant to the Company'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 directly owns 22,686.911454 shares of Class A Common Stock held in a 40l(k) unitized stock fund. The Reporting Person also indirectly owns (i) 137,154 shares of Class B Common Stock divided equally among three irrevocable trusts, each for the benefit of a child of the Reporting Person, of which the Reporting Person is a co-trustee; (ii) 41,050 shares of Class B Common Stock held in irrevocable trust f/b/o family members; and (iii) 872,600 shares of Class B Common Stock collectively held in two separate irrevocable trusts f/b/o the Reporting Person.

4. The Reporting Person directly owns 185 shares of Class A Common Stock.

5. After giving effect to all of the transactions reported on this Form 4, Reporting Person shall own 185 shares of Class A Common Stock.

6. Reflects the average closing price on the date of the transactions.

	Anastasia Thomas Nardangeli, Esq., on behalf of J. Duncan Smith, by Power of Attorney	11/10/2026
	** 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).
** 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)

Source: View Original Filing on SEC EDGAR