Sinclair's J. Duncan Smith receives 222,300 shares

The distribution changed the reported Class B ownership from indirect to direct without changing Smith’s pecuniary interest.

Rhea-AI Filing Summary

On September 23, 2026, Sinclair, Inc. Vice President/Secretary, director and ten percent owner J. Duncan Smith received 222,300 Class B Common Stock shares from the J. Duncan Smith 2025, Series I Irrevocable Trust as an in-kind distribution satisfying an annuity payment. The paired indirect disposition and direct acquisition changed the form of Smith’s beneficial ownership without changing his pecuniary interest. Afterward, the trust held 242,900 Class B shares indirectly, and Smith reported 5,515,386 Class B shares directly.

Insider Trade Summary

Other: 444,600 shares

Other 2 txns

Insider SMITH J DUNCAN

Role Vice President/Secretary

Type	Security	Shares	Price	Value
Other	Class B Common Stock F1, F3, F2, F4, F5	222,300	$12.87	$2.86M
Other	Class B Common Stock F1, F3, F2, F4	222,300	$12.87	$2.86M

Holdings After Transaction: Class B Common Stock — 242,900 contracts (Indirect, J. Duncan Smith 2025, Series I Irrevocable Trust); Class B Common Stock — 5,515,386 contracts (Direct)

Footnotes (5)

1. F1. Represents shares of Class B Common Stock received by the Reporting Person on September 23, 2026 as an in-kind distribution from the J. Duncan Smith 2025, Series I Irrevocable Trust in satisfaction of an annuity payment. The Reporting Person is the settlor and sole annuitant of the trust. The transaction effected only a change in the form of the Reporting Person's beneficial ownership, from indirect to direct, without changing the Reporting Person's pecuniary interest.
2. F2. The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date.
3. F3. Reflects the closing price of the Common Stock on September 23, 2026, the date of distribution, which was used to value the shares distributed and determine the number of shares required to satisfy the annuity payment.
4. F4. The Reporting Person also owns 185 shares of Class A Common Stock and 21,498.357834 shares of Class A Common Stock held in a 40l(k) unitized stock fund. The Reporting Person 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) 629,700 shares of Class B Common Stock held in irrevocable trust f/b/o the Reporting Person.
5. F5. The Reporting Person has the right to substitute the corpus of trust.

Key Figures

In-kind distribution: 222,300 Class B Common Stock shares Common Stock closing price: $12.87 per share Indirect Class B holdings after transaction: 242,900 shares +1 more

4 metrics

In-kind distribution 222,300 Class B Common Stock shares September 23, 2026

Common Stock closing price $12.87 per share Used to value the distributed shares and determine their number on September 23, 2026

Indirect Class B holdings after transaction 242,900 shares Reported for the J. Duncan Smith 2025, Series I Irrevocable Trust

Direct Class B holdings after transaction 5,515,386 shares Reported for J. Duncan Smith

Key Terms

in-kind distribution, annuity payment, pecuniary interest, convertible

4 terms

in-kind distribution financial

"as an in-kind distribution from the J. Duncan Smith 2025, Series I Irrevocable Trust"

A distribution of value to shareholders or beneficiaries made by transferring assets instead of paying cash, such as shares, bonds, or property. Like receiving a box of goods rather than money, it changes what you hold rather than adding liquid funds; investors care because it affects a portfolio’s composition, liquidity, tax reporting, and cost basis for the received assets.

annuity payment financial

"in satisfaction of an annuity payment"

pecuniary interest financial

"without changing the Reporting Person's pecuniary interest"

convertible financial

"The Class B Common Stock is convertible at the Reporting Person's election"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

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

How many SBGI Class B shares did J. Duncan Smith receive?

J. Duncan Smith received 222,300 Class B Common Stock shares on September 23, 2026, as an in-kind distribution from the J. Duncan Smith 2025, Series I Irrevocable Trust. The Common Stock closing price used to value the distributed shares and determine their number was $12.87 per share.

Are SBGI Class B Common Stock shares convertible?

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

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

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Available on EDGAR 09/25/2026 - 07:59 PM Accepted by SEC EDGAR 09/25/2026 - 07:58 PM Learn about SEC filing dates

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)
09/23/2026

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)
			Code	V	Amount	(A) or (D)	Price

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	09/23/2026		J(1)			222,300	(2)	(2)	Class B Common Stock	222,300	$12.87(3)	242,900(4)	I	J. Duncan Smith 2025, Series I Irrevocable Trust(5)
Class B Common Stock	$0	09/23/2026		J(1)		222,300		(2)	(2)	Class B Common Stock	222,300	$12.87(3)	5,515,386(4)	D

Explanation of Responses:

1. Represents shares of Class B Common Stock received by the Reporting Person on September 23, 2026 as an in-kind distribution from the J. Duncan Smith 2025, Series I Irrevocable Trust in satisfaction of an annuity payment. The Reporting Person is the settlor and sole annuitant of the trust. The transaction effected only a change in the form of the Reporting Person's beneficial ownership, from indirect to direct, without changing the Reporting Person's pecuniary interest.

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

3. Reflects the closing price of the Common Stock on September 23, 2026, the date of distribution, which was used to value the shares distributed and determine the number of shares required to satisfy the annuity payment.

4. The Reporting Person also owns 185 shares of Class A Common Stock and 21,498.357834 shares of Class A Common Stock held in a 40l(k) unitized stock fund. The Reporting Person 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) 629,700 shares of Class B Common Stock held in irrevocable trust f/b/o the Reporting Person.

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

	Anastasia Thomas Nardangeli, Esq., on behalf of J. Duncan Smith, by Power of Attorney	09/25/2026
	** 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)