David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith filed Amendment No. 33 to their Schedule 13D on November 13, 2026, reporting a decrease in the group's beneficial ownership of Sinclair, Inc. Class A Common Stock following open market sales by Robert E. Smith and gifts by J. Duncan Smith.

Key Highlights

  • Triggering event: The date of event requiring this filing was November 10, 2026.
  • Group aggregate beneficial ownership: Each of the four reporting persons lists 26,241,448 shares of Class A Common Stock beneficially owned in aggregate, representing 36.8% of the class.
  • Reason for decrease: According to the filing, the group reported "a decrease in the percentage of shares beneficially owned by the Group due to open market sales of Class A Common Stock by Robert E. Smith and gifts of Class A Common Stock by J. Duncan Smith."
  • Sole dispositive power by individual: David D. Smith holds sole dispositive power over 10,664,639 shares; Frederick G. Smith over 3,505,558 shares; J. Duncan Smith over 6,471,270 shares; and Robert E. Smith over 5,599,981 shares.
  • Shared voting power: All four members each report shared voting power over 26,241,448 shares and sole voting power of 0.
  • Share count basis: The 36.8% figure is calculated on 49,314,554 shares of Class A Common Stock and 23,070,754 shares of Class B Common Stock outstanding as of November 2, 2026, as disclosed in Sinclair's quarterly report filed November 4, 2026, adjusted for post-November 2, 2026 transactions.

Smith Family Group Reports Ownership Changes at Sinclair, Inc.

Sinclair, Inc. is a television broadcasting company headquartered at 10706 Beaver Dam Road, Hunt Valley, Maryland, 21030. The Schedule 13D amendment covers the company's Class A Common Stock (par value $.01 per share). The four reporting persons, all United States citizens, have filed beneficial ownership reports on this issuer since an initial Schedule 13D dated July 24, 1996, and Amendment No. 33 is the latest update to that long-running disclosure.

According to the filing, the group's ownership percentage declined because Robert E. Smith sold shares of Class A Common Stock in the open market and J. Duncan Smith made gifts of Class A Common Stock. The filing notes that each member of the group "disclaims beneficial ownership of the shares owned by the other members of the group," even though each is deemed to beneficially own the full 26,241,448-share aggregate under the terms of a Stockholders' Agreement dated June 1, 2023. That agreement requires each member to vote all of his Class A and Class B Common Stock in favor of the other members to support their election as directors.

Holders of Class B Common Stock may exchange their shares into Class A Common Stock at any time, so each Class B share represents beneficial ownership of one Class A share for purposes of this calculation. The combined outstanding share base used to compute the 36.8% figure -- 49,314,554 Class A shares and 23,070,754 Class B shares -- was sourced from Sinclair's quarterly report filed with the SEC on November 4, 2026, then adjusted for the group's transactions occurring after November 2, 2026.

What Was Disclosed

Amendment No. 33 to the Schedule 13D discloses that the Smith family group's aggregate beneficial ownership of Sinclair, Inc. Class A Common Stock stands at 26,241,448 shares, or 36.8%, following open market sales by Robert E. Smith and gifts by J. Duncan Smith as of November 10, 2026.