Sinclair (SBGI) chair David D. Smith gifts 4M Class B shares to 2026 family trusts

Rhea-AI Filing Summary

Sinclair, Inc. Executive Chairman David D. Smith reported a series of non-market transfers of Class B Common Stock. On March 30, 2026, he made bona fide gifts totaling 4,000,000 shares of Class B Common Stock, with $0.00 per-share value reported, to four separate 2026 Series I irrevocable trusts for family beneficiaries.

Corresponding acquisition entries show each trust receiving 1,000,000 Class B shares by gift from Smith. After these transactions, he directly owns 2,911,072.227 shares of Class B Common Stock. Footnotes also describe substantial direct and indirect holdings of Class A Common Stock, including restricted stock, custodial accounts, family trusts, an LLC, and a family foundation.

These movements reflect internal wealth and estate planning rather than open-market buying or selling, and do not change the number of Sinclair shares outstanding.

Insights

Equity compensation and insider-transactions analyst

Smith shifted 4M Sinclair Class B shares to family trusts via gifts, a non-market estate-planning move.

The Form 4 shows David D. Smith making bona fide gifts of 4,000,000 Class B shares and corresponding acquisitions by four irrevocable trusts. No open-market purchases or sales occurred, and the per-share transaction price is reported as $0.00, underscoring the non-cash, intra-family nature.

After these transfers, Smith still directly holds 2,911,072.227 Class B shares and extensive Class A interests disclosed in footnotes. The filing mainly clarifies how his existing stake is apportioned between direct ownership and family-related entities, rather than signaling a change in his overall economic exposure to Sinclair.

Insider Trade Summary

4,000,000 shares gifted

Mixed 8 txns

Insider SMITH DAVID D

Role Executive Chairman

Type	Security	Shares	Price	Value
Gift	Class B Common Stock	1,000,000	$0.00	--
Grant/Award	Class B Common Stock	1,000,000	$0.00	--
Gift	Class B Common Stock	1,000,000	$0.00	--
Grant/Award	Class B Common Stock	1,000,000	$0.00	--
Gift	Class B Common Stock	1,000,000	$0.00	--
Grant/Award	Class B Common Stock	1,000,000	$0.00	--
Gift	Class B Common Stock	1,000,000	$0.00	--
Grant/Award	Class B Common Stock	1,000,000	$0.00	--

Holdings After Transaction: Class B Common Stock — 5,911,072.227 shares (Direct); Class B Common Stock — 1,000,000 shares (Indirect, By David D. Smith / BECS 2026, SERIES I Irrevocable Trust)

Footnotes (1)

1. Gift to Trust f/b/o Reporting Person's child. The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date. After giving effect to the transactions reported on this Form 4, the Reporting Person directly owns 2,911,072.227 shares of Class B Common Stock. The Reporting Person also directly owns (i) 1,823,783 shares of Class A Common Stock, (ii) 526,574 shares of Class A Common Stock issued as Restricted Stock, and (iii) 20,520.369101 shares of Class A Common Stock held in a 40l(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 f/b/o 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) 162,553 shares of Class A Common Stock held by a limited liability company controlled by the Reporting Person, and (iv) 803,178 shares of Class A Common Stock held f/b/o of David D. Smith Family Foundation, Inc., which the Reporting Person controls, but does not derive any benefit. Acquired by gift from Reporting Person. The Reporting Person has the right to substitute the corpus of the trust.

Key Figures

Total Class B shares gifted: 4,000,000 shares Gift per trust: 1,000,000 shares Direct Class B holdings after transactions: 2,911,072.227 shares +4 more

7 metrics

Total Class B shares gifted 4,000,000 shares Bona fide gifts of Class B Common Stock on March 30, 2026

Gift per trust 1,000,000 shares Each of four 2026 Series I irrevocable trusts received 1,000,000 Class B shares

Direct Class B holdings after transactions 2,911,072.227 shares Directly owned Class B Common Stock after reported gifts

Transaction price per share $0.00 per share Reported value for gifted and acquired Class B shares

Direct Class A Common Stock 1,823,783 shares Direct Class A Common Stock holdings excluding restricted and 401(k) shares

Restricted Class A Common Stock 526,574 shares Class A Common Stock issued as restricted stock held directly

Class A in 401(k) stock fund 20,520.369101 shares Class A Common Stock held in a 401(k) unitized stock fund

Key Terms

bona fide gift, Class B Common Stock, Irrevocable Trust, Restricted Stock, +1 more

5 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift""

Class B Common Stock financial

"security_title: "Class B Common Stock""

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Irrevocable Trust financial

"nature_of_ownership: "2026, SERIES I Irrevocable Trust""

Restricted Stock financial

"shares of Class A Common Stock issued as Restricted Stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

401(k) unitized stock fund financial

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

Form 4 Insider Transactions: What Each Field Means →

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 DAVID D

(Last) (First) (Middle)

C/O SINCLAIR BROADCAST GROUP

2000 WEST 41ST ST

(Street)

BALTIMORE MARYLAND 21211-1420

(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)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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	03/30/2026		G(1)			1,000,000	(2)	(2)	Class B Common Stock	1,000,000	$0	5,911,072.227(3)(4)	D
Class B Common Stock	$0	03/30/2026		A(5)		1,000,000		(2)	(2)	Class B Common Stock	1,000,000	$0	1,000,000(3)(4)	I	By David D. Smith / BECS 2026, SERIES I Irrevocable Trust(6)
Class B Common Stock	$0	03/30/2026		G(1)			1,000,000	(2)	(2)	Class B Common Stock	1,000,000	$0	4,911,072.227(3)(4)	D
Class B Common Stock	$0	03/30/2026		A(5)		1,000,000		(2)	(2)	Class B Common Stock	1,000,000	$0	1,000,000	I	By David D. Smith / DBS 2026, SERIES I Irrevocable Trust(6)
Class B Common Stock	$0	03/30/2026		G(1)			1,000,000	(2)	(2)	Class B Common Stock	1,000,000	$0	3,911,072.227(3)(4)	D
Class B Common Stock	$0	03/30/2026		A(5)		1,000,000		(2)	(2)	Class B Common Stock	1,000,000	$0	1,000,000(3)(4)	I	By David D. Smith / JBSS 2026, SERIES I Irrevocable Trust(6)
Class B Common Stock	$0	03/30/2026		G(1)			1,000,000	(2)	(2)	Class B Common Stock	1,000,000	$0	2,911,072.227(4)	D
Class B Common Stock	$0	03/30/2026		A(5)		1,000,000		(2)	(2)	Class B Common Stock	1,000,000	$0	1,000,000(3)(4)	I	By David D. Smith / MJSS 2026, SERIES I Irrevocable Trust(6)

Explanation of Responses:

1. Gift to Trust f/b/o Reporting Person's child.

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

3. After giving effect to the transactions reported on this Form 4, the Reporting Person directly owns 2,911,072.227 shares of Class B Common Stock.

4. The Reporting Person also directly owns (i) 1,823,783 shares of Class A Common Stock, (ii) 526,574 shares of Class A Common Stock issued as Restricted Stock, and (iii) 20,520.369101 shares of Class A Common Stock held in a 40l(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 f/b/o 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) 162,553 shares of Class A Common Stock held by a limited liability company controlled by the Reporting Person, and (iv) 803,178 shares of Class A Common Stock held f/b/o of David D. Smith Family Foundation, Inc., which the Reporting Person controls, but does not derive any benefit.

5. Acquired by gift from Reporting Person.

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

	Anastasia Thomas Nardangeli, Esq., on behalf of David D. Smith, by Power of Attorney	03/31/2026
	** 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)

FAQ

What insider transactions did Sinclair (SBGI) report for David D. Smith?

David D. Smith reported bona fide gifts of 4,000,000 shares of Sinclair Class B Common Stock and matching acquisitions by four family irrevocable trusts. These are non-market transfers at $0.00 per share, reflecting internal wealth planning rather than open-market buying or selling activity.

How many Sinclair (SBGI) Class B shares did David D. Smith gift?

He gifted a total of 4,000,000 shares of Sinclair Class B Common Stock on March 30, 2026. The Form 4 records four separate 1,000,000-share gifts, each going to a different 2026 Series I irrevocable trust established for the benefit of his family members.

What are David D. Smith’s Class B holdings in Sinclair (SBGI) after these gifts?

After these transactions, David D. Smith directly owns 2,911,072.227 shares of Sinclair Class B Common Stock. The filing also notes that the Class B shares are convertible at his election and have no expiration date, providing ongoing flexibility over this direct ownership position.

Who received the Sinclair (SBGI) Class B shares gifted by David D. Smith?

The 4,000,000 Class B shares were gifted to four separate 2026 Series I irrevocable trusts: BECS 2026, DBS 2026, JBSS 2026, and MJSS 2026. Each trust received 1,000,000 shares, and the Form 4 states they were acquired by gift from David D. Smith.

Does the Sinclair (SBGI) Form 4 show any open-market buying or selling by David D. Smith?

No, the Form 4 shows only bona fide gifts (code G) and corresponding acquisitions by family trusts (code A), all at $0.00 per share. There are no open-market purchase (P) or sale (S) transactions reported, so no trading activity in the market is disclosed here.

What other Sinclair (SBGI) share classes does David D. Smith hold?

Footnotes report that he directly owns Class A Common Stock, including 1,823,783 regular shares, 526,574 restricted shares, and 20,520.369101 shares in a 401(k) stock fund. He also has indirect Class A holdings through custodial accounts, family trusts, an LLC, and a family foundation.