SMITH J DUNCAN 4/A

What Happened

• J. Duncan Smith (10% owner of Sinclair, Inc. / SBGI) reported derivative-share transactions involving 629,700 shares. On 2026-03-05 he is shown acquiring a derivative position of 629,700 shares at $15.51 (value $9,766,647). On 2026-03-06 he recorded a gift (disposition) of 629,700 shares at $15.60 (value $9,823,320) and a contemporaneous grant/other acquisition of 629,700 shares at $15.60 (value $9,823,320). The filing is an amendment correcting the originally reported transaction dates and updating the derivative conversion/exercise price to reflect the closing price on the corrected dates.

Key Details

• Transaction dates and prices:
  • 2026-03-05: Acquired (other acquisition, code J) 629,700 derivative shares @ $15.51 = $9,766,647.
  • 2026-03-06: Gifted (code G) 629,700 derivative shares @ $15.60 = $9,823,320 (disposition).
  • 2026-03-06: Grant/award or other acquisition (code A) 629,700 derivative shares @ $15.60 = $9,823,320.
• Shares owned after transaction (per footnote F3): Reporting person directly owns 185 Class A shares and 21,498.357834 Class A shares in a 401(k) fund; indirectly owns 137,154 Class B shares (split among three irrevocable trusts for his children) and 506,250 Class B shares held in an irrevocable trust for family members. The 629,700-share moves relate to trust substitutions and gifts described below.
• Notable footnotes:
  • F1/F6: Reporting person exercised the right to substitute the corpus of a trust and withdrew shares from the trust for the benefit of his children.
  • F2: The Class B common stock at issue is convertible at the reporting person’s election and has no expiration date.
  • F4/F5: Shares were gifted to trusts for family members and acquired by gift from the reporting person.
• Filing status: This is an amended Form 4 filed to correct transaction dates (transactions occurred one business day earlier than originally reported) and to update the derivative conversion/exercise price to the closing price on the corrected dates.

Context

• These were derivative and gift transactions by a 10% owner, not an open-market purchase or sale; gifts typically reflect estate/transfer planning rather than a market sentiment signal. The derivative involved is convertible Class B stock (convertible at the owner’s election). The amendment corrects administrative reporting details; no insider trading inference should be drawn from gifts alone.