Sec Form 4 Filing - SMITH DAVID D @ Sinclair, Inc. - 2024-01-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SMITH DAVID D 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 (Last) (First) (Middle) C/O SINCLAIR BROADCAST GROUP, 10706 BEAVER DAM ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2024 (Street) COCKEYSVILLE, MD21030 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 01/05/2024 J( 1 ) 1,500,000 ( 2 ) ( 2 ) Class B Common Stock 1,500,000 $ 13.77 2,411,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 J( 1 ) 1,500,000 ( 2 ) ( 2 ) Class B Common Stock 1,500,000 $ 13.77 3,911,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 J( 1 ) 1,500,000 ( 2 ) ( 2 ) Class B Common Stock 1,500,000 $ 13.77 5,411,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 J( 1 ) 1,500,000 ( 2 ) ( 2 ) Class B Common Stock 1,500,000 $ 13.77 6,911,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 5,911,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 1,000,000 ( 3 ) ( 4 ) I By Irrevocable Trust/BECS 2024, Series I ( 6 ) Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 4,911,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 1,000,000 ( 3 ) I By Irrevocable Trust/DBS 2024, Series I ( 6 ) Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 3,911,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 1,000,000 ( 3 ) ( 4 ) I By Irrevocable Trust/JBSS 2024, Series I ( 6 ) Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 2,911,072 ( 3 ) ( 4 ) D Class B Common Stock $ 0 01/05/2024 G( 5 ) 1,000,000 ( 2 ) ( 2 ) Class B Common Stock 1,000,000 $ 0 1,000,000 ( 3 ) ( 4 ) I By Irrevocable Trust/MJSS 2024, Series I ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH DAVID D C/O SINCLAIR BROADCAST GROUP 10706 BEAVER DAM ROAD COCKEYSVILLE, MD21030 X X Executive Chairman Signatures Clinton R. Black, V, Esq., on behalf of David D. Smith, by Power of Attorney 01/09/2024 Signature of Reporting Person Date

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 child. ( 2 )The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date. ( 3 )The Reporting Person also directly owns (i) 607,154 shares of Class A Common Stock, (ii) 381,188 shares of Class A Common Stock issued as Restricted Stock, and (iii) 16,133.745098 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) 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 David D. Smith Family Foundation, Inc., which the Reporting Person controls, but does not derive any benefit. ( 4 )After giving effect to the transactions reported on this Form 4, the Reporting Person directly owns 2,911,072 shares of Class B Common Stock. ( 5 )Gifted to Trust f/b/o Reporting Person's child. ( 6 )The Reporting Person has the right to substitute the corpus of the trust.

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.