Sinclair (SBGI) VP Smith shifts 629,700 Class B shares to family trust

Rhea-AI Filing Summary

Sinclair, Inc. director and executive J. Duncan Smith reported internal transfers of Class B Common Stock involving family trusts, rather than open‑market trades. On March 9, 2026, he made a bona fide gift of 629,700 Class B shares and moved them into a family trust. A matching acquisition entry shows 629,700 Class B shares now held indirectly by the “2026 Irrevocable Trust Series I” for his family’s benefit. Earlier, on March 6, 2026, a separate “other acquisition or disposition” for the same 629,700 Class B shares reflected restructuring activity. After these moves, Smith continues to hold about 5,293,086 Class B shares directly, alongside the new indirect trust holdings, so the filing mainly documents estate and trust planning rather than a change in his overall stake.

Insights

Corporate governance analyst

Filing shows trust and gift transfers, not market buying or selling.

J. Duncan Smith, a senior insider at Sinclair, Inc., reallocated 629,700 Class B Common shares through a combination of restructuring and a bona fide gift into a family trust. No open‑market purchases or sales were reported in these entries.

The transactions move shares from his direct ownership into the “2026 Irrevocable Trust Series I” and other family-related trusts, consistent with estate or wealth‑planning activity. The Class B stock is described as convertible at his election with no expiration date, underscoring its long‑term nature.

Following the reported movements, Smith still directly owns about 5,293,086 Class B shares, and the trust now holds an additional 629,700 Class B shares. Given the absence of market trades or cash proceeds, the economic signal for outside shareholders appears limited, and the overall insider position remains substantial.

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 J DUNCAN

(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/Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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

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	03/06/2026		J(1)		629,700		(2)	(2)	Class B Common Stock	629,700	$15.6	5,922,786(3)	D
Class B Common Stock	$0	03/09/2026		G			629,700(4)	(2)	(2)	Class B Common Stock	629,700	$14.84	5,293,086	D
Class B Common Stock	$0	03/09/2026		A		629,700		(2)	(2)	Class B Common Stock	629,700	$14.84	629,700	I	By 2026 Irrevocable Trust Series I(5)

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 children.

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 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; and (ii) 506,250 shares of Class B Common Stock held in irrevocable trust f/b/o family members.

4. Gifted to Trust f/b/o Reporting Person's family members.

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	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did J. Duncan Smith report at Sinclair (SBGI)?

J. Duncan Smith reported internal transfers of Class B Common Stock. He recorded a bona fide gift of 629,700 Class B shares and a corresponding acquisition by the 2026 Irrevocable Trust Series I, plus an earlier restructuring transaction for the same share amount, without any open‑market trades.

How many Sinclair (SBGI) shares were transferred in Smith’s latest Form 4?

A total of 629,700 Class B shares were moved between accounts. The Form 4 shows this block involved an “other” restructuring transaction, followed by a bona fide gift and matching acquisition by a family trust, keeping the overall share quantity intact but changing ownership structure.

Were J. Duncan Smith’s Sinclair (SBGI) transactions open-market buys or sells?

No, the reported transactions were not open‑market buys or sells. They are coded as a bona fide gift (G), an “other” acquisition or disposition (J), and a grant or other acquisition (A) to a family trust, indicating internal transfers rather than market trading activity.

How many Sinclair (SBGI) Class B shares does Smith hold after these transactions?

After the reported moves, Smith directly owns about 5,293,086 Class B shares. In addition, 629,700 Class B shares are held indirectly through the 2026 Irrevocable Trust Series I, alongside other Class A and Class B holdings referenced in the footnotes to the filing.

What role do family trusts play in Smith’s Sinclair (SBGI) holdings?

Family trusts hold a significant portion of Smith’s Sinclair stake. The Form 4 shows 629,700 Class B shares gifted to, and then held by, the 2026 Irrevocable Trust Series I, plus other irrevocable trusts for his children and family members, reflecting structured indirect ownership.

What does the filing say about Sinclair (SBGI) Class B Common Stock held by Smith?

The filing notes that Smith’s Class B Common Stock is convertible at his election. The footnotes state this Class B stock can be converted and has no expiration date, highlighting its ongoing potential to be exchanged while remaining a core part of his long‑term equity position.