What are the Class A and Class B share counts for Sinclair (SBGI) used in this Schedule 13D/A?

The ownership calculations use 48,410,345 Class A shares and 23,755,236 Class B shares outstanding as of May 4, 2026 . These figures come from Sinclair’s Quarterly Report on Form 10-Q filed on May 6, 2026.

Smith family group (SBGI) reports 80.6% voting control at Sinclair

Q: What ownership stake in Sinclair (SBGI) does the Smith family group report in this Schedule 13D/A?

The Smith family group reports beneficial ownership of 27,011,712 Class A shares , equal to 38.0% of that class if all their Class B shares are converted. They also hold 22,616,316 Class B shares , representing 95.2% of Class B outstanding.

Q: How much voting power over Sinclair (SBGI) does the Smith family group control?

The filing states the reporting persons as a group have 80.6% voting power on matters where Class B Common Stock carries ten votes per share. Class A shares have one vote each, while Class B shares have ten votes , creating strong control.

Q: Why did the reported ownership percentage of the Smith group in Sinclair (SBGI) decrease?

The amendment explains the group is filing to report a decrease in percentage ownership caused by an increase in Sinclair’s outstanding shares . The change reflects dilution from higher share count, not major sales by the Smith family group.

Q: What individual Sinclair (SBGI) holdings does David D. Smith report in this filing?

David D. Smith beneficially owns 6,911,072 Class B shares (29.1% of that class) and 10,653,001 Class A shares, or 19.2% of Class A if only he converts his Class B. His holdings include trusts, foundation shares, restricted stock, 401(k) shares, and SARs.

Q: Did the recent transactions listed in the Sinclair (SBGI) Schedule 13D/A change beneficial ownership?

The filing notes that recent transactions, such as restricted stock grants , tax-related share dispositions , and trust substitutions and gifts , did not result in changes to beneficial ownership. They mainly reorganized how existing interests are held.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Sinclair, Inc.’s Smith family group filed Amendment No. 32 to update its beneficial ownership of the company’s dual-class shares. The four reporting persons as a group beneficially own 27,011,712 shares of Class A Common Stock, representing 38.0% of that class if all of their Class B shares are converted.

The group also beneficially owns 22,616,316 shares of Class B Common Stock, equal to 95.2% of the Class B shares outstanding as of May 4, 2026. Because Class B carries ten votes per share versus one vote for Class A, the group controls 80.6% of total voting power on matters where Class B has ten votes per share.

The amendment states that the reported percentage ownership decreased due to an increase in Sinclair’s outstanding shares, rather than large sales by the group. Recent transactions among group members mainly involve restricted stock grants, tax-withholding share dispositions, and trust-related exchanges and gifts that did not change overall beneficial ownership.

Key Figures

Class A shares outstanding: 48,410,345 shares Class B shares outstanding: 23,755,236 shares Group Class B ownership: 22,616,316 shares (95.2%) +5 more

8 metrics

Class A shares outstanding 48,410,345 shares Class A Common Stock outstanding as of May 4, 2026

Class B shares outstanding 23,755,236 shares Class B Common Stock outstanding as of May 4, 2026

Group Class B ownership 22,616,316 shares (95.2%) Reporting persons’ beneficial ownership of Class B Common Stock

Group Class A equivalent stake 27,011,712 shares (38.0%) Beneficial ownership of Class A if all group Class B converted

Group voting power 80.6% Voting power where Class B has ten votes per share

David D. Smith Class B stake 6,911,072 shares (29.1%) Beneficial ownership of Class B Common Stock

David D. Smith Class A stake 10,653,001 shares (19.2%) Class A if only his Class B converted and others did not

Reference share prices $14.83 and $13.86 per share Closing price for SARs (May 6, 2026) and tax disposition price (Feb 26, 2026)

Key Terms

beneficial ownership, Class B Common Stock, Stockholders' Agreement, Schedule 13D, +1 more

5 terms

beneficial ownership financial

"this Amendment No. 32 to report changes in the beneficial ownership of shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Class B Common Stock financial

"Holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A 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.

Stockholders' Agreement financial

"By virtue of the Stockholders' Agreement dated June 1, 2023, by and among David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith"

Schedule 13D regulatory

"This Amendment No. 32 amends the initially filed on July 24, 1996 (together, with all amendments thereto, the "")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SARs financial

"shares issuable pursuant to currently exercisable SARs based on the closing value of a share of Class A Common Stock"

05/08/2026 - 09:56 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 32)

Sinclair, Inc.

(Name of Issuer)

Class A Common Stock, $.01 Par Value

(Title of Class of Securities)

829242106

(CUSIP Number)

J. Duncan Smith
c/o Sinclair, Inc., 10706 Beaver Dam Road
Hunt Valley, MD, 21030
410-568-1500

copies to: Jeffrey B. Grill
Pillsbury Winthrop Shaw Pittman LLP, 1200 Seventeenth Street NW
Washington, DC, 20036-3006
202-663-9201

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A Common Stock, $.01 Par Value

(b)

Name of Issuer:

Sinclair, Inc.

(c)

Address of Issuer's Principal Executive Offices:

10706 Beaver Dam Road, Hunt Valley, MARYLAND , 21030.

Item 4.

Purpose of Transaction

This Amendment No. 32 ("Amendment No. 32") amends the Schedule 13D initially filed on July 24, 1996 (together, with all amendments thereto, the "Schedule 13D") and is filed to report changes in the beneficial ownership of shares by David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith, each of whom is a member of the Group, as defined in the Schedule 13D. Item 4 of this Schedule 13D is amended by adding the following: The Group is filing this Amendment No. 32 to report a decrease in the percentage of shares beneficially owned by the Group due to an increase in the outstanding shares of the Issuer.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows: The paragraphs below set forth the aggregate number and percentage of shares of Class A Common Stock and Class B Common Stock owned individually by each member of the Group as of May 6, 2026. Holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time and therefore, each share of Class B Common Stock represents beneficial ownership of one share of Class A Common Stock. Except as noted, each person has sole power to vote or direct the vote and to dispose or direct the disposition of all of the shares set forth below and no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. By virtue of the Stockholders' Agreement dated June 1, 2023, by and among David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith (the "Stockholders' Agreement"), each member of the Group is required to vote all of his Class A Common Stock and Class B Common Stock in favor of the other members of the Group to cause their election as directors. Each member may be deemed to beneficially own the shares of Common Stock individually owned by the other members. Nevertheless, each member of the group disclaims beneficial ownership of the shares owned by the other members of the group. The percentage of shares and total voting power of Class A Common Stock and Class B Common Stock is based on 48,410,345 shares of Class A Common Stock and 23,755,236 shares of Class B Common Stock outstanding as of May 4, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026. In addition, shares issuable pursuant to currently exercisable SARs based on the closing value of a share of Class A Common Stock on May 6, 2026 of $14.83 are deemed to be issued and outstanding and have been treated as outstanding in calculating and determining the beneficial ownership and percentage ownership of those persons possessing those securities, but not for any other individuals. David D. Smith beneficially owns 6,911,072 shares (29.1%) of Class B Common Stock and 10,653,001 shares (19.2%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 6,911,072 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 4,000,000 shares of Class B Common Stock held in several irrevocable trusts established by David D. Smith for the benefit of family members, (2) 338,400 shares of Class A Common Stock held in irrevocable trusts established by David D. Smith, (3) 803,178 shares of Class A Common Stock held in trust for the David D. Smith Family Foundation, (4) 162,553 shares of Class A Common Stock in a limited liability company controlled by David D. Smith, (5) 1,823,783 shares of Class A Common Stock, (7) 20,382 shares of Class A Common Stock held in the 401(k) Plan, (8) 526,573 shares of restricted Class A Common Stock, and (9) and 67,060 shares of Class A Common Stock issuable upon exercise of SARs. Frederick G. Smith beneficially owns 3,000,000 shares (12.6%) of Class B Common Stock and 3,506,114 shares (6.8%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 3,000,000 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, (2) 300,000 shares of Class A Common Stock held in irrevocable trusts established by Frederick Smith for the benefit of family members, (3) 189,000 shares of Class A Common Stock, and (4) 17,114 shares of Class A Common Stock held in the 401(k) Plan. J. Duncan Smith beneficially owns 6,525,140 shares (27.5%) of Class B Common Stock and 6,569,749 shares (12.0%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 6,525,140 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 1,232,054 shares of Class B Common Stock held in irrevocable trusts established by J. Duncan Smith for the benefit of family members, (2) 22,580 shares of Class A Common Stock held in custodial accounts established by J. Duncan Smith for the benefit of family members, of which he is the custodian, (3) 185 shares of Class A Common Stock, and (4) 21,844 shares of Class A Common Stock held in the 401(k) Plan. Robert E. Smith beneficially owns 6,180,104 shares (26.0%) of Class B Common Stock and 6,282,848 shares (11.5%, if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not) of Class A Common Stock. Class A Common Stock includes (1) 6,180,104 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 121,750 shares of Class B Common Stock held in a trust established by Robert E. Smith for the benefit of family members, (2) 97,713 shares of Class A Common Stock, (3) 4,000 shares of Class A Common Stock in a jointly held account with immediate family members, and (4) 1,031 shares of Class A Common Stock held in the 401(k) Plan. The Reporting Persons as a Group (4 persons) beneficially own 22,616,316 shares (95.2%) of Class B Common Stock and 27,011,712 shares (38.0%, if they all converted their shares of Class B Common Stock to Class A Common Stock) of Class A Common Stock. Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share except for votes relating to going private and certain other transactions. Holders of both classes of Common Stock will vote together as a single class on all matters presented for a vote, except as otherwise may be required by Maryland law, and holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time. The voting power David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E. Smith, and the Reporting Persons as a Group would have on the matters on which shares of Class B Common Stock have ten votes per share is 25.5%, 10.7%, 22.8%, 21.6%, and 80.6%, respectively. The voting power David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith would have on matters on which the shares of Class B Common Stock have ten votes per share if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not is 4.8%, 1.4%, 2.9%, and 2.7%, respectively. The voting power the reporting persons as a group would have if they all converted their shares of Class B Common Stock into shares of Class A Common Stock is 32.7%.

(b)

David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith all have Sole Voting Power with respect to 0 shares, Shared Voting Power with respect to 27,011,712 shares, and Shared Dispositive Power with respect to 0 shares. David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith have Sole Dispositive Power with respect to 10,653,001, 3,506,114, 6,569,749, and 6,282,848 shares, respectively.

(c)

The following sets forth information regarding transactions in shares by each member of the Group in the past 60 days, although none of these transactions resulted in a change in beneficial ownership. David D. Smith acquired 230,880 shares on February 26, 2026 in a grant of restricted Class A Common Stock. David D. Smith disposed of 102,536 shares at $13.86 per share on February 26, 2026 in a payment of tax liability upon vesting of restricted Class A Common Stock using a portion of Class A Common Stock. David D. Smith acquired 4,000,000 shares of Class B Common Stock on March 27, 2026, in exchange for assets of equal value, as a substitution for shares previously held in trusts. David D. Smith transferred 4,000,000 shares of Class B Common Stock on March 30, 2026 as a gift to certain trusts. J. Duncan Smith acquired 629,700 shares of Class B Common Stock on March 5, 2026, in exchange for assets of equal value, as a substitution for shares previously held in trusts. J. Duncan Smith transferred 629,700 shares of Class B Common Stock on March 6, 2026 as a gift to certain trusts.

(d)

Not applicable.

(e)

Not applicable.

Item 7.

Material to be Filed as Exhibits.

(1) Joint Filing Agreement. (2) Stockholders' Agreement dated June 1, 2023 by and among David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (Incorporated by reference from the Issuer's Current Report on Form 8-K filed on June 1, 2023).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DAVID D. SMITH

Signature:	DAVID D. SMITH
Name/Title:	DAVID D. SMITH
Date:	05/08/2026

FREDERICK G. SMITH

Signature:	FREDERICK G. SMITH
Name/Title:	FREDERICK G. SMITH
Date:	05/08/2026

J. DUNCAN SMITH

Signature:	J. DUNCAN SMITH
Name/Title:	J. DUNCAN SMITH
Date:	05/08/2026

ROBERT E. SMITH

Signature:	ROBERT E. SMITH
Name/Title:	ROBERT E. SMITH
Date:	05/08/2026

Source: View Original Filing on SEC EDGAR

FAQ

What ownership stake in Sinclair (SBGI) does the Smith family group report in this Schedule 13D/A?

The Smith family group reports beneficial ownership of 27,011,712 Class A shares, equal to 38.0% of that class if all their Class B shares are converted. They also hold 22,616,316 Class B shares, representing 95.2% of Class B outstanding.

How much voting power over Sinclair (SBGI) does the Smith family group control?

The filing states the reporting persons as a group have 80.6% voting power on matters where Class B Common Stock carries ten votes per share. Class A shares have one vote each, while Class B shares have ten votes, creating strong control.

Why did the reported ownership percentage of the Smith group in Sinclair (SBGI) decrease?

The amendment explains the group is filing to report a decrease in percentage ownership caused by an increase in Sinclair’s outstanding shares. The change reflects dilution from higher share count, not major sales by the Smith family group.

What individual Sinclair (SBGI) holdings does David D. Smith report in this filing?

David D. Smith beneficially owns 6,911,072 Class B shares (29.1% of that class) and 10,653,001 Class A shares, or 19.2% of Class A if only he converts his Class B. His holdings include trusts, foundation shares, restricted stock, 401(k) shares, and SARs.

Did the recent transactions listed in the Sinclair (SBGI) Schedule 13D/A change beneficial ownership?

The filing notes that recent transactions, such as restricted stock grants, tax-related share dispositions, and trust substitutions and gifts, did not result in changes to beneficial ownership. They mainly reorganized how existing interests are held.