David D. Smith (SBGI) gets 230,880 restricted shares, withholds stock for taxes

Rhea-AI Filing Summary

Sinclair, Inc. Executive Chairman David D. Smith reported equity compensation and related tax withholding. He received a grant of 230,880 shares of Class A common stock as restricted stock at $0.00 per share, vesting 50% on February 26, 2027 and 50% on February 26, 2028. On the same date, 102,536 shares of Class A common stock were withheld at $13.86 per share to satisfy his tax liability, a non‑market disposition. Following these transactions, he directly owned 526,573 shares of Class A common stock.

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

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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 DAVID D

(Last) (First) (Middle)

C/O SINCLAIR BROADCAST GROUP

2000 WEST 41ST ST

(Street)

BALTIMORE MD 21211-1420

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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
Class A Common Stock	02/26/2026		A		230,880(1)	A	(2)	629,109(3)	D
Class A Common Stock	02/26/2026		F(4)		102,536	D	$13.86	526,573(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Class A Common Stock issued as Restricted Stock, which vests 50% on February 26, 2027 and 50% on February 26, 2028.

2. N/A

3. Common Stock issued as Restricted Stock. The Reporting Person also directly owns (i)1,823,783 shares of Class A Common Stock, (ii) 2,911,072.2270 shares of Class B Common Stock, and (iii) 18,839.367459 shares of Class A Common Stock held in a 401(k) unitized stock fund. The Reporting Person indirectly owns (i) 28,160 shares of Class A Common Stock held in separate custodial accounts established by the Reporting Person for the benefit of family members of which the Reporting Person is the custodian, (ii) 338,400 shares of Class A Common Stock held by trusts f/b/o family members of which the Reporting Person is a trustee, (iii) 4,000,000 shares of Class B Common Stock held by trusts f/b/o family members, (iv) 162,553 shares of Class A Common Stock held by a limited liability company controlled by the Reporting Person, and (v) 803,178 shares of Class A Common Stock held f/b/o David D. Smith Family Foundation, Inc., which the Reporting Person controls, but does not derive any benefit.

4. Designates withholding of shares to satisfy the Reporting Person's tax liability.

	Anastasia Thomas Nardangeli, Esq., on behalf of David D. Smith, by Power of Attorney	03/02/2026
	** 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 Sinclair (SBGI) report for David D. Smith on this Form 4?

David D. Smith reported a grant of 230,880 restricted Class A shares and a related withholding of 102,536 Class A shares for taxes. Both transactions involved Sinclair stock directly owned by him, recorded on the same transaction date.

How many Sinclair (SBGI) shares were granted to David D. Smith as restricted stock?

He was granted 230,880 shares of Sinclair Class A common stock as restricted stock at a stated price of $0.00 per share. These shares are subject to vesting conditions over two future dates before becoming fully earned.

When do David D. Smith’s newly granted Sinclair (SBGI) restricted shares vest?

The 230,880 restricted Class A shares vest in two equal installments. Half vests on February 26, 2027 and the remaining half vests on February 26, 2028, assuming applicable conditions are satisfied over time.

What does the tax-withholding transaction on Sinclair (SBGI) shares represent?

The disposition of 102,536 Class A shares at $13.86 per share is designated as withholding to satisfy David D. Smith’s tax liability. It reflects shares withheld, not an open-market sale, tied to his equity compensation.

How many Sinclair (SBGI) Class A shares does David D. Smith directly own after these transactions?

After the reported grant and tax withholding, David D. Smith directly owns 526,573 shares of Sinclair Class A common stock. The filing also notes additional direct and indirect holdings described in detailed beneficial ownership footnotes.