Sinclair (SBGI) Form 4: Frederick G. Smith Shifts 600,000 Shares to Trusts

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR – Ownership intact; transfers are intra-family, cash-less, and neutral to investment thesis.

The three “J” code entries temporarily boost Smith’s direct Class A holdings by 300 k shares, but the subsequent “G” code gifts offset this increase. Because Smith still records beneficial ownership through the new trusts, his total stake in Sinclair’s equity is unchanged at 489 k Class A shares plus 3 M Class B shares. No open-market activity, price-setting, or signal about management’s outlook is evident. For valuation models the event carries no EPS, cash-flow, or capital-structure impact, so sentiment and liquidity should be unaffected.

Corporate Governance Expert

TL;DR – Routine estate planning; governance risk unchanged.

The filing shows permissible Rule 10b5-1 compliant transfers to trusts that preserve Frederick G. Smith’s voting influence via continued beneficial ownership. Such structures are common among family-controlled media groups and do not dilute public shareholders. No red flags appear regarding undisclosed sales or control shifts. Board independence, dual-class structure, and related-party oversight remain the core governance considerations, but today’s Form 4 does not alter those risk factors.

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
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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 FREDERICK G

(Last) (First) (Middle)

10706 BEAVER DAM RD

(Street)

COCKEYSVILLE MD 21030

(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)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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

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	06/24/2025		J(1)		100,000	A	$13.09	289,000(2)	D
Class A Common Stock	06/24/2025		J(1)		100,000	A	$13.09	389,000(2)	D
Class A Common Stock	06/24/2025		J(1)		100,000	A	$13.09	489,000(2)	D
Class A Common Stock	06/24/2025		G(3)		100,000	D	$0	389,000(2)	D
Class A Common Stock	06/24/2025		G(3)		100,000	A	$0	100,000(2)	I	Frederick G. Smith AFS 2025, Series I Irrevocable Trust(4)
Class A Common Stock	06/24/2025		G(3)		100,000	D	$0	289,000(2)	D
Class A Common Stock	06/24/2025		G(3)		100,000	A	$0	100,000(2)	I	Frederick G. Smith JRS 2025, Series I Irrevocable Trust(4)
Class A Common Stock	06/24/2025		G(3)		100,000	D	$0	189,000(2)	D
Class A Common Stock	06/24/2025		G(3)		100,000	A	$0	100,000(2)	I	Frederick G. Smith EGS 2025, Series I Irrevocable Trust(4)

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

Explanation of Responses:

1. Reporting Person exercised his right to substitute the corpus of the trust and withdrew the shares from the trust f/b/o Reporting Person's child.

2. The Reporting Person also directly owns 3,000,000 shares of Class B Common Stock and 15,756 shares of Class A Common Stock held in a 401(k) unitized stock fund.

3. Gifted to the trust f/b/o Reporting Person's child.

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

	Anastasia Thomas Nardangeli, Esq., on behalf of Frederick G. Smith, by Power of Attorney	06/26/2025
	** 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.

FAQ

How many Sinclair (SBGI) shares did Frederick G. Smith transfer on 24 June 2025?

600,000 Class A shares moved in total: 300,000 re-classified as direct holdings and 300,000 gifted to three irrevocable trusts.

Did the insider buy Sinclair stock on the open market?

No. The "J" and "G" code entries reflect internal trust movements and gifts, not open-market purchases or sales.

What is Smith’s total Class A ownership after the transactions?

He reports 489,000 Class A shares in aggregate: 189,000 direct and 300,000 indirect through trusts.

Does the Form 4 indicate a change in Sinclair’s control structure?

No. Smith retains beneficial ownership; the transactions are estate-planning related and do not alter voting control.

Are cash proceeds involved in the reported transactions?

No cash changed hands; the gifts were recorded at $0 and the trust substitutions merely re-titled existing shares.