Sinclair, Inc DEF 14A, filed Apr 23, 2026
Sinclair, Inc. (SBGI)
DEF 14A
2026-04-23
For: 2025-12-31
View Original
Added on
June 12, 2026
About this DEF 14A
Sinclair, Inc filed this DEF 14A on April 23, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ý | ||||||||
Filed by a Party other than the Registrant o | ||||||||
| Check the appropriate box: | ||||||||
| o | Preliminary Proxy Statement | |||||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||
| ý | Definitive Proxy Statement | |||||||
| o | Definitive Additional Materials | |||||||
| o | Soliciting Material under §240.14a-12 | |||||||
| (Name of Registrant as Specified In Its Charter) | |||||||||||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||||||||||
| Payment of Filing Fee (Check the appropriate box): | |||||||||||
| ý | No fee required. | ||||||||||
| o | Fee paid previously with preliminary materials. | ||||||||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||||||||
April 23, 2026
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Sinclair, Inc. The annual meeting on June 4, 2026 will be held at Sinclair’s corporate office, 10706 Beaver Dam Road, Hunt Valley, Maryland 21030 at 10:00 a.m. local time.
To listen to the teleconference of the annual meeting, stockholders should either login via the internet at https://www.webcaster5.com/Webcast/Page/2063/53787, or call 888-506-0062 for toll free access or 973-528-0011 for international access and reference participant access code 739403. Those planning to listen should connect to the teleconference or webcast at least 10 minutes prior to the start of the meeting.
Please note that stockholders will not be able to vote or revoke a proxy through the teleconference or webcast, nor participate actively. Therefore, to ensure that your vote is counted at the annual meeting, we strongly encourage you to vote your shares using one of the methods indicated in the enclosed proxy materials, or through your broker, bank, or other nominee’s voting instruction form. Stockholders of record may still attend the meeting and revoke their proxy at any time before it is voted.
In accordance with the Securities and Exchange Commission (“SEC”) e-proxy rules, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 23, 2026 to people who, according to our records, owned our common stock as of the close of business on March 16, 2026. The Notice describes the matters to be considered at the annual meeting and how stockholders can access the proxy materials online. It also provides instructions on how stockholders can vote their shares. If you received the Notice, you will not receive a printed version of the proxy materials unless you request one. If you would like to receive a printed version of the proxy materials, free of charge, please follow the instructions on the Notice.
As always, your vote on these matters is very important. We urge you to review carefully the enclosed materials and to return your proxy promptly. The proxy materials are also available at
www.proxydocs.com/SBGI.
Sincerely,
David D. Smith
Chairman of the Board
and Executive Chairman
IF YOU PLAN TO ATTEND:
Please note that space limitations make it necessary to limit attendance at the meeting to our stockholders of record as of March 16, 2026. Registration will begin at 9:30 a.m. and seating will begin at 9:45 a.m. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of March 16, 2026 (record date). Cameras (including the use of cellular/smart phones with photographic capabilities), recording devices, and other electronic devices will not be permitted at the meeting.
YOUR VOTE IS IMPORTANT— To vote your shares, please follow the instructions
on the Notice or execute and return the enclosed proxy card
promptly, whether or not you plan to attend the
Sinclair, Inc. annual meeting.
SINCLAIR, INC.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Important notice regarding the availability of proxy materials
for the stockholder meeting to be held on June 4, 2026.
The proxy statement and 2025 annual report to stockholders are available at
www.proxydocs.com/SBGI.
Dear Stockholders:
The annual meeting of Sinclair, Inc. (sometimes referred to in this proxy statement as the “Company” or “Sinclair” or “we” or “us”) will be held on June 4, 2026 at our corporate office, 10706 Beaver Dam Road, Hunt Valley, Maryland 21030* at 10:00 a.m. local time for the following purposes:
1.The election of nine directors, each for a one-year term;
2.The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
3.To hold a non-binding advisory vote on our executive compensation; and
4.The consideration of any other matters as may properly come before the annual meeting.
You will be able to vote your shares at the annual meeting if you were a stockholder of record at the close of business on March 16, 2026. Your vote at the annual meeting is very important to us.
BY ORDER OF THE BOARD OF DIRECTORS
J. Duncan Smith, Secretary
Baltimore, Maryland
April 23, 2026
* To listen to the teleconference of the annual meeting, stockholders should either login via the internet at https://www.webcaster5.com/Webcast/Page/2063/53787, or call 888-506-0062 for toll free access or 973-528-0011 for international access and reference participant access code 739403. Those planning to listen should connect to the teleconference or webcast at least 10 minutes prior to the start of the meeting. As always, we encourage you to vote your shares prior to the annual meeting.
TABLE OF CONTENTS
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INFORMATION ABOUT THE 2026 ANNUAL MEETING AND VOTING
The Annual Meeting
The annual meeting will be held on June 4, 2026 at our corporate office, 10706 Beaver Dam Road, Hunt Valley, Maryland 21030 at 10:00 a.m. local time.
This Proxy Solicitation
In accordance with the Securities and Exchange Commission (“SEC”) e-proxy rules, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 23, 2026 to people who, according to our records, owned our common stock as of the close of business on March 16, 2026. The Notice describes the matters to be considered at the annual meeting and how stockholders can access the proxy materials online. It also provides instructions on how stockholders can vote their shares. If you received the Notice, you will not receive a printed version of the proxy materials unless you request one. If you would like to receive a printed version of the proxy materials, free of charge, please follow the instructions on the Notice.
We are sending you this Notice because the Board of Directors (which we sometimes refer to as the “Board”) is seeking a proxy to vote your shares at the annual meeting. This proxy statement is intended to assist you in deciding how to vote your shares. Proxy materials are also available at www.proxydocs.com/SBGI.
We are paying the cost of soliciting these proxies. In addition to solicitation by mail, our directors, officers, employees, and agents may solicit proxies by telephone, internet, or otherwise. These directors, officers, and employees will not be additionally compensated for the solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries, and other custodians who hold our common stock of record for beneficial owners for forwarding to such beneficial owners. We may also reimburse persons representing beneficial owners of our common stock for their reasonable expenses incurred in forwarding such materials.
Voting Your Shares
Stockholders of Record. You may vote your shares at the annual meeting either in person or by proxy. To vote in person, you must attend the annual meeting and obtain and submit a ballot. Ballots for registered stockholders to vote in person will be available at the annual meeting. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the registered holder of those shares. As the registered stockholder, you can ensure your shares are voted at the meeting by following the instructions on the Notice to vote your shares by telephone, the Internet, or, if you requested a printed version of the proxy card, by mail.
We have described in this proxy statement all the proposals that we expect will be made at the annual meeting. If either a stockholder or we properly present any other proposal at the meeting, we will use your proxy to vote your shares on the proposal in our best judgment.
If you received a proxy card, it will be valid only if you sign, date, and return it in time for it to be received by us before the annual meeting scheduled to be held on June 4, 2026. If you complete the proxy card, except for the voting instructions, the shares will be voted as recommended by the Board.
Beneficial Owners. Most of our stockholders hold their shares through a broker, bank, trustee, or another nominee, rather than registered directly in their name (which is often referred to as “street name”). In that case, you are considered the beneficial owner of shares held in street name, and the proxy materials, including a notice enabling you to receive proxy material through the mail, are being forwarded to you by your broker, bank, trustee, or nominee. As the beneficial owner, you are entitled to direct the voting of your shares by your intermediary. Brokers, banks, and nominees typically offer telephonic or electronic means by which the beneficial owners of shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction cards. If you are a beneficial owner of shares, you cannot vote in person at the annual meeting unless you have a proper power of attorney from your broker. Votes directed through a broker must be received by us before the annual meeting.
If you hold your shares in street name with a broker and you do not tell your broker how to vote or provide the broker with a voting instruction form, your broker cannot vote on your behalf for the election of director nominees (Proposal 1) or for the advisory vote on our executive compensation (Proposal 3).
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Revoking Your Proxy
If you decide to change your vote, you may revoke your proxy at any time before it is voted at the annual meeting. You may revoke your proxy by any one of three ways:
•you may notify our Secretary in writing that you wish to revoke your proxy at the following address: Sinclair, Inc., 10706 Beaver Dam Road, Hunt Valley, Maryland, 21030, Attention: J. Duncan Smith, Vice President and Secretary. We must receive your notice before the time of the annual meeting;
•you may submit a proxy dated later than your original proxy; or
•you may attend the annual meeting and vote, but merely attending the annual meeting will not by itself revoke a proxy; you must: (i) obtain a ballot and vote your shares to revoke the proxy; and (ii) in the case of shares held in street name, you must obtain a proper power of attorney from your broker to vote your shares.
Eliminating Duplicative Proxy Materials
The SEC’s rules permit us to deliver a single Notice or single set of proxy materials to one address shared by two or more of our stockholders. We have delivered only one Notice, proxy statement, or annual report, as applicable, to multiple stockholders who share an address, unless we received contrary instructions from any of the impacted stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice, proxy statement, or annual report, as applicable, to any stockholder at a shared address to which a single copy of those documents was delivered. In the future, if you prefer to receive separate copies of the Notice, proxy statement, or annual report, as applicable, contact your transfer agent (for registered shareholders) or your broker (for beneficial holders) to submit this request.
Vote Required for Approval
Shares Entitled to Vote. On March 16, 2026 (the record date), the following shares were issued and outstanding and had the votes indicated:
•48,254,031 shares of Class A Common Stock, each of which is entitled to one vote on each of the proposals; and
•23,755,236 shares of Class B Common Stock, each of which is entitled to ten votes on each of the proposals.
Quorum. The presence in person or by proxy of stockholders, who possess a majority of all votes entitled to be cast at the annual meeting, represents a “quorum,” which must be present at the annual meeting in order to transact business. A quorum will be present if 142,903,198 votes are represented at the annual meeting, either in person (by the stockholders) or by proxy. If a quorum is not present, a vote cannot occur. In deciding whether a quorum is present, abstentions and broker non-votes (where a broker or nominee is not permitted to vote on a matter and has not received voting instructions from the beneficial owner) will be counted as shares that are represented at the annual meeting.
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Votes Required. The votes required on each of the proposals are as follows:
| Proposal 1: Election of Nine Directors | The nine nominees for director who receive the most votes will be elected. This is called a “plurality.” If you indicate “withhold authority to vote” for a particular nominee on your proxy card, your vote will not count either for or against the nominee. Broker non-votes are not counted as votes cast for nominees for director and will not affect the outcome of the proposal. | ||||
| Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm | The affirmative vote of a majority of the votes cast at the annual meeting is required to ratify the Audit Committee’s selection of the independent registered public accounting firm. If you abstain from voting, your abstention will not count as a vote cast for or against the proposal. Broker non-votes are not counted in evaluating the results of the vote. | ||||
| Proposal 3: A Non-Binding Advisory Vote on Our Executive Compensation | The approval of our executive compensation is by a non-binding, advisory vote which we will take into consideration when determining executive compensation. If you abstain from voting, your abstention will not count as a vote cast for or against the proposal. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares on this proposal even if the broker does not receive voting instructions from you, and therefore no broker non-votes are expected in connection with this proposal. | ||||
Additional Information
We are making available our annual report for the year ended December 31, 2025, including consolidated financial statements, to all stockholders entitled to vote at the annual meeting together with this proxy statement. The annual report includes details on how to get additional information about us. The annual report does not constitute a part of the proxy solicitation material. Proxy materials are also available to registered stockholders and to beneficial owners at www.proxydocs.com/SBGI.
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PROPOSAL 1: ELECTION OF DIRECTORS
Nominees for election to the Board of Directors are:
David D. Smith
Frederick G. Smith
J. Duncan Smith
Robert E. Smith
Laurie R. Beyer
Benjamin S. Carson, Sr.
Howard E. Friedman
Daniel C. Keith
Benson E. Legg
Our current Board consists of the nine nominees above. Each director will be elected to serve for a one-year term, unless he or she resigns or is removed before his or her term expires, or until his or her replacement is elected and qualified. Each of the nominees listed above is currently a member of the Board and each of them has consented to serve as a director if elected. More detailed information about each of the nominees is available in the section of this proxy statement titled Directors, Executive Officers, and Key Employees.
If any of the nominees cannot serve for any reason (which is not anticipated), the Board may designate a substitute nominee or nominees. If a substitute is nominated, we will vote all valid proxies for the election of the substitute nominee or nominees. Alternatively, the Board may also decide to leave the Board seat or seats open until a suitable candidate or candidates are located, or it may decide to reduce the size of the Board.
The Articles of Amendment and Restatement of the Articles of Incorporation and the Company’s bylaws provide that our business shall be managed by a Board of not less than three and not more than thirteen directors with the number of directors to be fixed by the Board from time to time. The Board has presently established the size of the Board at nine members. Proxies for the annual meeting may not be voted for more than nine nominees.
Messrs. David D. Smith, J. Duncan Smith, and Robert E. Smith and Dr. Frederick G. Smith (collectively, the “Controlling Stockholders”) are brothers and have entered into a stockholders’ agreement pursuant to which they have agreed to vote for each other as candidates for election to the Board until December 31, 2036. The Controlling Stockholders own collectively 80.6% of the total voting power as of March 16, 2026.
The Board of Directors recommends a vote FOR each of the nominees to the Board of Directors.
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PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has sole responsibility for the selection of our independent registered public accounting firm and has appointed PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board recommends ratification of this appointment by the stockholders. Although ratification by our stockholders is not a prerequisite to the power of the Audit Committee to appoint PwC as our independent registered public accounting firm, the Board and the Audit Committee believe such ratification to be advisable and in the best interest of the Company. Accordingly, stockholders are being requested to ratify, confirm, and approve the appointment of PwC as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2026. If the stockholders do not ratify the appointment of PwC, the Audit Committee will reevaluate the engagement of the independent registered public accounting firm; however, the Audit Committee has no obligation to change its appointment based on stockholder ratification. Even if the appointment is ratified, the Audit Committee, in its discretion, may nevertheless appoint another independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the stockholders. PwC audited the Company’s financial statements for the fiscal year ended December 31, 2025.
A representative of PwC is expected to attend the annual meeting. The PwC representative will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.
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PROPOSAL 3: A NON-BINDING ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are submitting an advisory “say-on-pay” resolution for stockholder consideration.
As described in the Compensation Discussion and Analysis section of this proxy statement, we believe that our executive compensation is designed to support our long-term success by attracting and retaining talented senior executives, by aligning the long-term interests of our executive officers with those of our stockholders, and by tying executive pay to company and/or individual performance. We urge stockholders to read the Compensation Discussion and Analysis section, including the Summary Compensation Table and related tables and narrative that follow it. This information provides detailed information regarding our executive compensation policy and procedures, as well as the compensation of our named executive officers.
The Compensation Committee continually reviews the compensation programs for our named executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote for the following resolution at the annual meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis section, including the Summary Compensation Table and related tables and narrative that follow it, in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders.”
This say-on-pay vote is advisory only, and therefore not binding on the Company, the Compensation Committee, or the Board. The Board and Compensation Committee value the opinions of our stockholders and will consider any stockholder concerns and whether any actions are necessary to address those concerns. We currently conduct an advisory vote on executive compensation every year, and following the 2026 annual meeting of stockholders, we expect to conduct the next advisory vote at the 2027 annual meeting of stockholders.
The Board of Directors recommends a vote FOR the approval of our executive compensation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There were 72,009,267 shares of our common stock issued and outstanding on March 16, 2026, consisting of 48,254,031 shares of Class A Common Stock and 23,755,236 shares of Class B Common Stock. In addition, shares issuable pursuant to currently exercisable options or options that become exercisable within 60 days of March 16, 2026 and shares issuable pursuant to currently exercisable stock appreciation rights (“SARs”) or SARs that become exercisable within 60 days of March 16, 2026 based on the closing value of a share of Class A Common Stock on March 16, 2026 of $14.06 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. The following table shows how many shares were owned by the following categories of persons as of that date:
•persons known to us who beneficially own more than five percent (5%) of the shares;
•each director and each executive officer described on the Summary Compensation Table; and
•directors and all executive officers as a group.
| Shares of Class B Common Stock Beneficially Owned (a) | Shares of Class A Common Stock Beneficially Owned | Percent of Total Voting Power (b) | ||||||||||||||||||||||||
| Name | Number | Percent | Number | Percent | ||||||||||||||||||||||
| David D. Smith † | 6,911,072 | 29.1 | % | 10,620,907 | (c) | 19.2 | % | 25.5 | % | |||||||||||||||||
| J. Duncan Smith † | 6,525,140 | 27.5 | % | 6,569,818 | (d) | 12.0 | % | 22.8 | % | |||||||||||||||||
| Robert E. Smith † | 6,180,104 | 26.0 | % | 6,282,851 | (e) | 11.5 | % | 21.7 | % | |||||||||||||||||
| Frederick G. Smith † | 3,000,000 | 12.6 | % | 3,506,168 | (f) | 6.8 | % | 10.7 | % | |||||||||||||||||
| Christopher S. Ripley | — | — | 1,393,118 | (g) | 2.9 | % | * | |||||||||||||||||||
| Robert D. Weisbord | — | — | 316,725 | (h) | * | * | ||||||||||||||||||||
| Jason R. Smith | — | — | 309,728 | (i) | * | * | ||||||||||||||||||||
| Lucy A. Rutishauser | — | — | 220,526 | (j) | * | * | ||||||||||||||||||||
| Howard E. Friedman | — | — | 77,685 | (k) | * | * | ||||||||||||||||||||
| Benson E. Legg | — | — | 71,165 | * | * | |||||||||||||||||||||
| Laurie R. Beyer | — | — | 67,113 | * | * | |||||||||||||||||||||
| Daniel C. Keith | — | — | 67,027 | * | * | |||||||||||||||||||||
| Benjamin S. Carson, Sr. | — | — | 60,565 | * | * | |||||||||||||||||||||
| Narinder K. Sahai | — | — | — | (l) | * | * | ||||||||||||||||||||
| GAMCO Investors, Inc. | — | — | 5,280,944 | (m) | 10.9 | % | 1.8 | % | ||||||||||||||||||
| 191 Mason Street | ||||||||||||||||||||||||||
| Greenwich, CT 06830 | ||||||||||||||||||||||||||
| BlackRock, Inc. | — | — | 2,753,382 | (n) | 5.7 | % | 1.0 | % | ||||||||||||||||||
| 50 Hudson Yards | ||||||||||||||||||||||||||
| New York, NY 10001 | ||||||||||||||||||||||||||
| All directors and executive officers as a group | ||||||||||||||||||||||||||
| (18 persons) | 22,616,316 | 95.2 | % | 29,921,299 | 42.1 | % | 81.6 | % | ||||||||||||||||||
* Less than 1%
† The address for such beneficial owner is 10706 Beaver Dam Road, Hunt Valley, Maryland 21030.
(a)By virtue of a stockholders’ agreement by and among David D. Smith, Dr. Frederick G. Smith, J. Duncan Smith, and Robert E. Smith, each of the Smith brothers is required to vote all of his Class A and Class B Common Stock in favor of the other Smith brothers to cause their election as directors. Consequently, each of the Smith brothers may be deemed to beneficially own the shares of common stock individually owned by the other Smith brothers. Nevertheless, each of the Smith brothers disclaims beneficial ownership of the shares owned by the other Smith brothers.
(b)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. The Class A Common Stock and the Class B Common Stock vote together as a single class except as otherwise may be required by Maryland (or other applicable) law on all matters presented for a vote. Holders of Class B Common Stock may at any time convert their shares into the same number of shares of Class A Common Stock. This column sets forth the voting power each reporting person has on the matters on which shares of Class B Common Stock have ten votes per share, and the voting power the reporting persons as a group have on such matters.
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(c)Includes 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; 338,400 shares of Class A Common Stock held in irrevocable trusts established by David D. Smith; 803,178 shares of Class A Common Stock held in trust for the David D. Smith Family Foundation; 162,553 shares of Class A Common Stock in a limited liability company controlled by David D. Smith; 1,823,783 shares of Class A Common Stock; 20,447 shares of Class A Common Stock held in the Sinclair, Inc. 401(k) Retirement Savings Plan (the “401(k) Plan”); 526,573 shares of restricted Class A Common Stock; and 34,901 shares of Class A Common Stock issuable upon exercise of SARs.
(d)Includes 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; 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; 185 shares of Class A Common Stock; and 21,913 shares of Class A Common Stock held in the 401(k) Plan.
(e)Includes 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; 97,713 shares of Class A Common Stock; 4,000 shares of Class A Common Stock in a jointly held account with immediate family members; and 1,034 shares of Class A Common Stock held in the 401(k) Plan.
(f)Includes 3,000,000 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock; 300,000 shares of Class A Common Stock held in irrevocable trusts established by Frederick G. Smith for the benefit of family members; 189,000 shares of Class A Common Stock; and 17,168 shares of Class A Common Stock held in the 401(k) Plan.
(g)Includes 125,000 shares of Class A Common Stock underlying outstanding stock options, with an exercise price of $33.85; 824,032 shares of restricted Class A Common Stock; 365,747 shares of Class A Common Stock held in a revocable trust; 6,860 shares of Class A Common Stock held in the 401(k) Plan; and 71,479 shares of Class A Common Stock issuable upon exercise of SARs.
(h)Includes 9,455 shares of Class A Common Stock; 284,525 shares of restricted Class A Common Stock; 7,942 shares of Class A Common Stock held in the 401(k) Plan; and 14,803 shares held in the Company’s Employee Stock Purchase Plan (“ESPP”).
(i)Includes 291,905 shares of restricted Class A Common Stock; 4,487 shares of Class A Common Stock held in the 401(k) Plan; and 13,336 shares of Class A Common Stock issuable upon exercise of SARs.
(j)Includes 199,515 shares of Class A Common Stock; 13,495 shares of Class A Common Stock held in the 401(k) Plan; and 7,516 shares held in the ESPP. Ms. Rutishauser stepped down as Chief Financial Officer effective July 7, 2025 and continued as Executive Vice President until her retirement effective October 1, 2025.
(k)Includes 77,685 shares pledged as collateral under personal loans or for margin accounts.
(l)Excludes 118,244 restricted stock units which are not scheduled to vest within 60 days.
(m)As set forth in the Schedule 13D/A filed by GAMCO Investors, Inc. (GBL) with the SEC on April 2, 2026, GBL, Gabelli Funds LLC (Gabelli Funds), GAMCO Asset Management, Inc. (GAMCO), Gabelli & Company Investment Advisors, Inc., Gabelli Foundation, Inc. (Foundation), MJG Associates, Inc., Teton Advisors, Inc., GGCP, Inc. (GGCP), Associated Capital Group, Inc. (AC), and Mario J. Gabelli are deemed to be the beneficial owner of no shares, 1,123,200 shares, 3,824,344 shares, 8,100 shares, 100,000 shares, 80,000 shares, 28,800 shares, 32,000 shares, 29,000 shares, and 55,500 shares, respectively, of Class A Common Stock. Each of the foregoing persons discloses that it has sole voting and dispositive power with respect to the shares it beneficially owns, except that (i) GAMCO does not have authority to vote 177,800 of the reported shares (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Company held by the funds for which Gabelli Funds provides advisory services (the Funds) so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the proxy voting committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the proxy voting committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such Fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to securities beneficially owned directly by other reporting persons.
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(n)As set forth in the Schedule 13G filed by BlackRock, Inc. with the SEC on January 26, 2024, BlackRock is deemed to be the beneficial owner of 2,753,382 shares of Class A Common Stock, has sole dispositive power with respect to all of those shares, and has sole voting power with respect to 2,684,328 of those shares. BlackRock, Inc. is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act.
DIRECTORS, EXECUTIVE OFFICERS, AND KEY EMPLOYEES
Set forth below is certain information relating to our directors, executive officers, and certain key employees.
| Name | Age | Title | ||||||
| Directors | ||||||||
| David D. Smith | 75 | Executive Chairman, Chairman of the Board, and Director | ||||||
| Frederick G. Smith | 76 | Vice President and Director | ||||||
| J. Duncan Smith | 72 | Vice President, Secretary, and Director | ||||||
| Robert E. Smith | 62 | Director | ||||||
| Laurie R. Beyer | 62 | Director | ||||||
| Benjamin S. Carson, Sr. | 74 | Director | ||||||
| Howard E. Friedman | 60 | Director | ||||||
| Daniel C. Keith | 71 | Director | ||||||
| Benson E. Legg | 78 | Director | ||||||
| Executive Officers and Key Employees | ||||||||
| Christopher S. Ripley | 49 | President / Chief Executive Officer | ||||||
| Narinder K. Sahai | 51 | Executive Vice President / Chief Financial Officer | ||||||
| Robert D. Weisbord | 63 | Chief Operating Officer and President / Local Media | ||||||
| Jason R. Smith | 40 | Executive Vice Chairman | ||||||
| David R. Bochenek | 63 | Senior Vice President / Chief Accounting Officer | ||||||
| Justin L. Bray | 46 | Senior Vice President / Treasurer | ||||||
| David B. Gibber | 44 | Executive Vice President / Chief Legal Officer | ||||||
| Jeffrey E. Lewis | 69 | Vice President / Chief Compliance Officer | ||||||
| Delbert R. Parks, III | 73 | President of Technology | ||||||
| Scott H. Shapiro | 50 | Executive Vice President, Corporate Development and Strategy | ||||||
| Donald H. Thompson | 59 | Executive Vice President / Chief Human Resources Officer | ||||||
Members of the Board are elected for one-year terms and serve until their successors are duly elected and qualified. Executive officers are appointed by the Board annually to serve for one-year terms and serve until their successors are duly appointed and qualified.
Messrs. David D. Smith, J. Duncan Smith, and Robert E. Smith and Dr. Frederick G. Smith are brothers and have entered into a stockholders’ agreement pursuant to which they have agreed to vote for each other as candidates for election to the Board until December 31, 2036.
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Profiles
David D. Smith has served as Executive Chairman since January 2017 and Chairman of the Board since September 1990. Until January 2017, Mr. Smith served as President and Chief Executive Officer since 1988. Mr. Smith founded Comark Communications, Inc., a company engaged in the manufacture of high-power transmitters for UHF television stations, and was an officer and director of Comark until 1986. He also was a principal in other television stations prior to serving as a General Manager of WPMY (formerly WCWB-TV) from 1984 until 1986. In 1986, Mr. Smith was instrumental in the formation of Sinclair. Mr. Smith serves as a member of the Board of Directors of MileOne Autogroup, Inc., and the majority of its direct and indirect subsidiaries, Cunningham Communications Inc., and Keyser Investment Group, Inc.; is a partner of Gerstell Development, LP; and is the majority shareholder of the Baltimore Sun.
Based on Mr. Smith’s (i) more than forty years of experience and expertise in the television broadcast industry, (ii) extensive industry knowledge and innovative thinking, (iii) understanding of the challenges, opportunities, and risks faced by us and the industry, and (iv) valuable, significant stockholder perspective, the Board believes Mr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Smith should continue to serve as a director for the Company.
Dr. Frederick G. Smith has served as Vice President of Sinclair since 1990 and as a Director since 1986. Prior to joining Sinclair in 1990, Dr. Smith was an oral and maxillofacial surgeon engaged in private practice and was employed by Frederick G. Smith, M.S., D.D.S., P.A., a professional corporation of which Dr. Smith was the sole officer, director and stockholder. Dr. Smith serves as a member of the board of directors or trustees of the Freven Foundation, Gerstell Academy, Cunningham Communications Inc., and Keyser Investment Group, Inc., as well as partner of Gerstell Development, LP, and Beaver Dam, LLC.
Based on Dr. Smith’s (i) more than thirty-five years of experience in the television broadcast industry and (ii) valuable, significant stockholder perspective, the Board believes Dr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Dr. Smith should continue to serve as a director for the Company.
J. Duncan Smith has served as Vice President, Secretary and as a Director since 1986. Prior to that, he built and operated the following television stations: WPMY (formerly WCWB-TV) in Pittsburgh, Pennsylvania; WTTE-TV in Columbus, Ohio; WIIB-TV in Bloomington, Indiana; and WTTA-TV in Tampa / St. Petersburg, Florida. In addition, Mr. Smith worked for Comark Communications, Inc., a company engaged in the manufacture of high-power transmitters for UHF television stations. Mr. Smith serves as a member of the board of directors of The High Rock Foundation, Cunningham Communications Inc., Keyser Investment Group, Inc., and The Boys’ Latin School of Maryland, as well as partner of Gerstell Development, LP and Beaver Dam, LLC.
Based on Mr. Smith’s (i) more than forty years of experience in the television broadcast industry and (ii) valuable, significant stockholder perspective; and (iii) cybersecurity experience, the Board believes Mr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Smith should continue to serve as a director for the Company.
Robert E. Smith has served as a Director since 1986. He served as Vice President and Treasurer of Sinclair from 1988 to June 1998, at which time he resigned from his position as Vice President and Treasurer. In March 1997, Mr. Smith started RSMK LLC, a commercial real estate investment company. Prior to 1986, he assisted in the construction of several television stations including WTTE-TV in Columbus, Ohio and also worked for Comark Communications, Inc., a company engaged in the manufacture of high-power transmitters for UHF television stations. Mr. Smith serves as a member of the board of directors of Nextgen Foundation Charitable Trust, Gerstell Academy, Keyser Investment Group, Inc., Cunningham Communications, Inc., and Stages Music Arts, as well as partner of Gerstell Development LP, Beaver Dam LLC, and Laker Partners, LLC.
Based on Mr. Smith’s (i) more than forty years of experience in the television broadcast industry and (ii) valuable, significant stockholder perspective, the Board believes Mr. Smith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Smith should continue to serve as a director for the Company.
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Laurie R. Beyer has served as a Director since April 2021. Since October 2025, Ms. Beyer has served as managing director at Kohler HealthCare Consulting, Inc. From October 2017 to June 2025, Ms. Beyer served as the executive vice president and chief financial officer of Greater Baltimore Medical Center, an acute and sub-acute care medical center whose main campus is located in Towson, Maryland. From January 2006 to October 2017, Ms. Beyer served as senior vice president and chief financial officer of Union Hospital of Cecil County (currently ChristianaCare, Union Hospital), a full-service community hospital located in Elkton, Maryland. Prior to that, Ms. Beyer held financial management positions at St. Agnes Hospital (currently Ascension Saint Agnes Hospital), Sinai Hospital, and the former Liberty Medical Center, all in Baltimore, Maryland. From July 1986 to January 1989, Ms. Beyer was an auditor with Arthur Andersen LLP, an accounting firm. She is a member of the Maryland Association of Certified Public Accountants and a committee financial expert as defined by the SEC. She has served on various not-for-profit boards including local chapters of the YMCA and Boys and Girls Club and has served in various volunteer roles over the past 25 years for the Maryland Healthcare Financial Management Association and has co-chaired the Annual Conference for the past ten years.
Based on Ms. Beyer’s (i) extensive accounting, finance, and management experience, (ii) ability to serve as an audit committee financial expert as defined by the SEC; and (iii) cybersecurity experience, the Board believes Ms. Beyer has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Ms. Beyer should continue to serve as a director for the Company.
Dr. Benjamin S. Carson, Sr. has served as a Director since June 2022. Dr. Carson recently served as the 17th Secretary of the U.S. Department of Housing and Urban Development (“HUD”) from 2017 to 2021. At HUD, he led the agency in many programs focused on advancing economic opportunity; providing safe, fair and affordable housing; spurring reinvestment in communities; reducing homelessness; assisting and promoting self-sufficiency to underserved and vulnerable populations; and helping disaster victims, while emphasizing fiscal responsibility and reduction of regulatory barriers. During his tenure as HUD Secretary, Dr. Carson also led the collaboration of eight federal agencies to establish the White House Council on Eliminating Regulatory Barriers to Affordable Housing. Prior to serving as HUD Secretary, Dr. Carson had a distinguished career in the field of medicine where he performed thousands of surgeries and served in many leadership positions, including Director of the Division of Pediatric Neurosurgery at the Johns Hopkins Medical Institutions from 1984 to 2013 and as a Professor of Neurological Surgery, Oncology, Plastic Surgery and Pediatrics at the Johns Hopkins Medical Institutions from 1999 to 2013. Dr. Carson also currently serves on the board of directors of D.R. Horton, Inc., Covenant Logistics Group, Inc., and Galectin Therapeutics, Inc. and he has prior experience serving on the board of directors of Costco Wholesale Corporation and Kellogg Company.
Based on Dr. Carson’s prior experience as the Secretary of HUD coupled with his experience as a member of the boards of directors of several other publicly-traded companies, the Board believes Dr. Carson has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Dr. Carson should continue to serve as a director for the Company.
Howard E. Friedman has served as a Director since January 2015. He is the founding partner of Lanx Management LLC, a hedge “fund of funds” as well as having been the co-founder, publisher & chief executive officer of Watermark Press, Inc. From 2006 to 2010, Mr. Friedman served as president and then chairman of the board of the American Israel Public Affairs Committee (“AIPAC”). In 2007 and in 2009, Washington Life Magazine listed Mr. Friedman as one of the 100 most powerful people in Washington D.C. From 2010 to 2012, he served as the president of the American Israel Educational Foundation, the charitable arm of AIPAC. He is the past chair of the board of The Associated: Jewish Community Federation of Baltimore. Mr. Friedman has served as president of the Baltimore Jewish Council and as president of JTA-The Global News Service of the Jewish People. He currently serves as the honorary chairman of the Board of the Union of Orthodox Jewish Congregations of America. In addition, Mr. Friedman serves on the boards of Touro College and University System, Talmudical Academy, and Lightstone Value Plus REIT I, Inc.
Based on Mr. Friedman’s extensive skills in finance, management, and investment matters, the Board believes Mr. Friedman has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Friedman should continue to serve as a director for the Company.
Daniel C. Keith has served as a Director since May 2001. Mr. Keith is the president and founder of the Cavanaugh Group, Inc., a South Carolina-based investment advisory firm founded in October 1995. Prior to establishing the Cavanaugh Group, Inc., Mr. Keith was vice president, senior portfolio manager, and director of the investment management division of a local financial services company since 1985. During this time, he served as chairman of the Investment Advisory Committee and was a member of the board of directors. Mr. Keith has been advising clients since 1979. He serves as a member of the board of trustees of The High Rock Foundation.
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Based on Mr. Keith’s extensive skills in finance, management, and investment matters, the Board believes Mr. Keith has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Mr. Keith should continue to serve as a director for the Company.
Hon. Benson E. Legg has served as a Director since January 2019. Judge Legg clerked for the honorable Frank A. Kaufman of the United States District Court for the District of Maryland from 1973 until 1974, after which he joined the law firm of Venable, Baetjer & Howard (now known as Venable LLP) in 1975. He became a partner of the firm in 1982 and remained in private practice until 1991 when he was confirmed as a Federal Judge. He was nominated to the Federal Court by President George H. W. Bush in September 1991 and was a member of the Court until he retired in February 2013. Judge Legg served as Chief Judge of the United States District Court for the District of Maryland from 2003 to 2010. Since retiring, Judge Legg, through his own, single-member LLC (Benson Everett Legg Consulting, LLC), has served as an arbitrator and mediator with JAMS, a global provider of dispute resolution services, and he is a board member of the Maryland Chapter of Trout Unlimited.
Based on Judge Legg’s prior experience as a practicing attorney and Judge for the United States District Court, coupled with his knowledge of federal law, the Board believes Judge Legg has acquired the experience, qualifications, attributes, and skills necessary to act in the best interests of the Company and its stockholders, and thus, the Board has concluded that Judge Legg should continue to serve as a director for the Company.
Christopher S. Ripley has served as President & Chief Executive Officer since January 2017. Prior to that, from April 2014 to January 2017, he served as Chief Financial Officer. Prior to Sinclair, Mr. Ripley was a managing director at UBS Investment Bank’s Global Media Group and served as head of the Los Angeles office where he managed, advised and structured various financings and merger and acquisition transactions in the broadcast and entertainment sectors. Prior to UBS, Mr. Ripley was a principal in Prime Ventures and an analyst at Donaldson Lufkin & Jenrette. Mr. Ripley graduated from the University of Western Ontario, Richard Ivey School of Business, with a Bachelor of Arts in Honors Business Administration.
Narinder K. Sahai has served as Executive Vice President / Chief Financial Officer since July 2025. Prior to Sinclair, Mr. Sahai served as Chief Financial Officer at Arcis Golf from 2023 to 2025, where he led financial planning, accounting, tax, treasury and debt investor relations; as Chief Financial Officer of RumbleOn, Inc. from 2022 to 2023, where he built the financial planning and accounting function, launched the internal audit and Sarbanes-Oxley Act compliance programs, and executed successful integration of transformative acquisitions; as Head of Worldwide Go-to-Market Finance for Compute and AI/Machine Learning services at Amazon's AWS from 2020 to 2022, where he provided financial leadership for specialist sales teams across global markets; and as Senior Vice President, Treasurer and Investor Relations at Target Hospitality Corp. from 2019 to 2020, where he managed all investor relations and capital markets activities for the company’s equity public market debut and executed comprehensive debt financing transactions. From 2009 to 2018, Mr. Sahai served in progressive finance leadership roles in investor relations, financial planning and analysis, operations finance and controllership, and regional and corporate treasury at FMC Technologies, Inc. and TechnipFMC plc. Prior to that, Mr. Sahai spent several years at Delphi Corporation where he was part of the Finance Leadership Development Program and held various roles in product and portfolio planning, M&A, restructuring, and financial risk management. Mr. Sahai holds a Bachelor of Engineering in Electronics and Electrical Communication Engineering, graduating as valedictorian from Thapar University in India, and a Master of Business Administration with High Distinction from the Ross School of Business at the University of Michigan, Ann Arbor. Mr. Sahai is a CFA® Charterholder.
Robert D. Weisbord has served as Chief Operating Officer and President / Local Media since February 2022. Prior to that, he served as President / Local Media and Chief Advertising Revenue Officer since August 2020, President / Local Media from January 2020 to August 2020, Senior Vice President / Chief Revenue Officer from December 2017 to January 2020, Chief Operating Officer of Sinclair Digital Group from January 2014 to December 2017, Vice President / New Media from June 2010 to January 2014, and Director of Digital Interactive Marketing from 2008 to June 2010. From 1997 to 2008, he served in various management positions for the Company including Regional Group Manager, General Manager for the Company’s Las Vegas duopoly of KVMY-TV and KVCW-TV, and Director of Sales. Prior to that, and from 1993, he was national sales manager for WTVT-TV in Tampa, Florida. Mr. Weisbord began his broadcasting career in the radio industry with Family Group Broadcasting in 1985. Mr. Weisbord holds a Bachelor of Science degree in Business Management and a Master of Business Administration degree from the University of Tampa.
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Jason R. Smith has served as Executive Vice Chairman since May 2024. Prior to that, he served as Head of New Media Enterprise from March 2022 to May 2024, Chief of Staff from September 2020 to March 2022, and in Business Development – M&A from May 2008 to September 2014, where he played a key role in $3.2 billion in core station acquisitions. From 2014 to 2022, he was Senior Director at Sinclair Digital Ventures, focusing on digital acquisitions, co-investing, and strategic partnerships. He has served on various ventures investment boards and investment committees including NewsON, Pioneer Square Labs, Venture Reality Fund, and Sapphire Sport Fund I & II. Earlier in his career, after graduating from Loyola College of Maryland in 2008 with a degree in finance from the Sellinger School of Business, he was a Business Analyst at Keyser Capital LLC, Sinclair’s original private equity division, now named Sinclair Ventures, LLC. Jason holds various board positions including Sinclair Ventures, LLC, and continues to contribute to Sinclair’s corporate strategy, digital transformation, and investment initiatives.
David R. Bochenek has served as Senior Vice President / Chief Accounting Officer since December 2020. Prior to that he served as Senior Vice President / Chief Accounting Officer / Corporate Controller from March 2018 to November 2020, as Senior Vice President / Chief Accounting Officer from December 2013 to February 2018, as Vice President / Chief Accounting Officer from May 2005 to December 2013, and as Chief Accounting Officer from November 2002 to April 2005. Mr. Bochenek joined Sinclair in March 2000 as the Corporate Controller. Prior to joining Sinclair, Mr. Bochenek was vice president, corporate controller for Prime Retail, Inc. from 1993 until 2000. From 1990 to 1993, Mr. Bochenek served as assistant vice president for MNC Financial, Inc. and prior to that held various positions in the audit department of Ernst & Young, LLP. Mr. Bochenek received his Bachelor of Business Administration in Accounting and Master of Science in Finance from Loyola University, Maryland. Mr. Bochenek is a Certified Public Accountant.
Justin L. Bray has served as Senior Vice President / Treasurer since February 2022. Prior to that, he served as Vice President / Treasurer from March 2018 to February 2022, Vice President / Corporate Controller from 2014 to March 2018, and Corporate Controller from September 2011 to 2014. Prior to joining Sinclair, he held various positions, most recently as senior manager from 2008 to 2011 within the audit department of PwC. Mr. Bray received his Bachelor of Business Administration degree in Accounting and Master of Business Administration degree from Loyola University Maryland. He is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants.
David B. Gibber has served as Executive Vice President / Chief Legal Officer since March 2024 and has overseen the Distribution and Network Relations team since July 2021. Prior to that, from April 2019 to March 2024, he served as Senior Vice President / General Counsel and from October 2011 to April 2019, he served as Vice President / Deputy General Counsel, Deputy General Counsel / Director of Legal Services, and Legal Counsel. Prior to joining Sinclair, he was associated with Gordon Feinblatt, LLC in Baltimore, Maryland. Mr. Gibber received his J.D. degree from the University of Maryland School of Law, where he graduated magna cum laude, Order of the Coif. Mr. Gibber previously served on the boards of the Maryland Science Center, YES Network, and CAST.ERA and currently serves on the boards of various community organizations, including Sinai Hospital.
Jeffrey E. Lewis has served as Chief Compliance Officer since January 2021. Prior to joining Sinclair, Mr. Lewis served as general counsel & chief compliance officer for Pinnacle Propane, LLC from July 2018 to January 2021; served as vice-chair on the governing board of the Suicide Crises Center of North Texas, served on the board and Investment committee of the Society of St. Vincent De Paul-National Foundation, and served on the board of trustees of the Dallas Historical Society from October 2017 to July 2018; served as Senior vice president-compliance and chief accessibility officer for AT&T from April 2015 to October 2017; and served as vice president-legal / general attorney & associate general counsel and senior legal positions for AT&T from February 2002 to April 2015. Prior to those positions, Mr. Lewis was in private practice, specializing in corporate and technology law, was a senior vice president and assistant secretary for the Chicago Stock Exchange, was an enforcement attorney for the SEC, and was an assistant district attorney for the Manhattan District Attorney’s office. Mr. Lewis holds his Bar licenses in both Illinois and New York, and received his J.D. from Rutgers University School of Law and his LL.M. (in Corporations Law) from New York University School of Law.
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Delbert R. Parks, III has served as President of Technology since March 2022. Prior to that, he served as Executive Vice President / Chief Technology Officer from February 2020 to March 2022, as Senior Vice President / Chief Technology Officer of Sinclair Television Group, Inc. from November 2014 to February 2020, as Senior Vice President / Operations and Engineering from December 2013 to November 2014, and as Vice President / Engineering and Operations from 1996 to December 2013. From 1985 to 1996, he was Director of Operations and Engineering for WBFF-TV in Baltimore, Maryland. He has held various operations and engineering positions with us for the last 50 years. He is responsible for planning, organizing, and implementing operational and engineering policies and strategies as they relate to technical infrastructure, media operations, engineering, advertising technology, ATSC 3.0 digital technology and Sinclair facilities. Mr. Parks is a SMPTE (Society of Motion Picture and Television Engineers) Fellow and is a member of the Society of Broadcast Engineers. Mr. Parks is also a retired Army Lieutenant Colonel who held various commands during his 26-year reserve career.
Scott H. Shapiro has served as Executive Vice President, Corporate Development and Strategy since December 2022. Prior to that, he served as Chief Development Officer, and Chief Operating Officer and Chief Financial Officer / Bally Sports from May 2021 to December 2022, Senior Vice President, Chief Development Officer and Chief Strategy Officer / Sports from July 2020 to May 2021, Senior Vice President / Chief Development Officer from February 2020 to July 2020, Senior Vice President / Corporate Development from 2019 to February 2020, Vice President / Corporate Development from 2016 to 2019, Senior Director / Corporate Development from 2015 to 2016, Finance Director from 2013 to 2015, and Finance Manager / Special Projects from 2011 to 2013. Prior to joining Sinclair, Mr. Shapiro worked in institutional equity research at Morgan Stanley from 2007 to 2011, was co-founder and managing partner of Proprietary Research, LLC from 2006 to 2007, and, prior to that, worked in institutional equity research at Prudential Equity Group and in the audit and tax departments at both KPMG LLP and PwC. Mr. Shapiro is on the board of ScoreStream, Inc., a high school and local sports app and platform. Mr. Shapiro holds a Bachelor of Arts degree in History from the University of Rochester and a Master of Business Administration degree from the University of Virginia’s Darden School of Business.
Donald H. Thompson has served as Executive Vice President / Chief Human Resources Officer since February 2020. Prior to that, he served as Senior Vice President / Human Resources from December 2013 to February 2020, as Vice President / Human Resources from November 1999 to December 2013, and as Director of Human Resources from September 1996 to November 1999. Prior to joining Sinclair, Mr. Thompson was a human resources manager for NASA at the Goddard Space Flight Center near Washington, D.C. Mr. Thompson holds a Bachelor of Psychology degree and a Certificate in Personnel and Industrial Relations from University of Maryland, an MS in Business / Human Resource & Behavioral Management and a Master of Business Administration degree from Johns Hopkins University, and a Master of Arts in Biblical Studies from Colorado Christian University. Mr. Thompson is a member of the Society for Human Resource Management.
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CORPORATE GOVERNANCE
Sinclair takes corporate governance and responsibilities to its stakeholders very seriously. We remain committed to finding the best representation to drive success in the organization in the years ahead. Diversity of thought, skills, background, and experience are important elements the Company looks for in its leadership team.
Board of Directors and Committees. In 2025, the Board held a total of seven meetings. All directors, with the exception of Messrs. Robert E. Smith, Howard F. Friedman, and Benjamin S. Carson, Sr., who attended via telephone, attended in person the 2025 annual meeting of stockholders held on June 5, 2025. All directors attended at least 75% of the meetings of the Board. All directors attended at least 75% of all meetings of the committees of the Board on which they served. It is the Board’s policy that the directors should attend our annual meeting of stockholders, absent exceptional cause.
The committees of the Board include an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Regulatory Committee, a Cybersecurity Committee, and, from time to time, special committees formed by the Board as may be necessary.
Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines to assist it in carrying out its responsibilities with respect to, among other things, director qualifications, director responsibilities, Board committees, director access to officers and employees, director compensation, director continuing education, Executive Chairman and Chief Executive Officer (“CEO”) evaluation and management/director succession, the Board’s annual performance evaluation, and communications with stockholders and other interested parties. The Corporate Governance Guidelines are available on our website at www.sbgi.net.
Board Leadership Structure and Risk Oversight. The Board’s leadership structure is designed to promote efficient communication between management and the Board as well as between the various board committees and the Board while monitoring effective independent board oversight over the Executive Chairman, CEO, and the Company’s risks. David D. Smith served as both the Chairman of the Board and Executive Chairman during 2025. Mr. Smith’s performance is reviewed annually by the Compensation Committee, which reports results to the Board. Christopher S. Ripley served as the CEO during 2025. Mr. Ripley’s performance is reviewed annually by the Board. The Compensation Committee consists entirely of independent directors pursuant to the Nasdaq Stock Market rules (the “Nasdaq listing requirements”). The Board appoints an independent director to preside over special committee meetings; however, no lead independent director of the Board exists. The Company deems this leadership structure appropriate for our Controlled Company (see Controlled Company Determination below). The Board does not have a prescribed policy on whether the roles of the Chairman of the Board and CEO should be separate or combined, but recognizes the value to the Company of the separation of these positions. While the Company’s management is charged with managing the Company’s day-to-day risks, the Company’s financial risk oversight is primarily conducted by the Audit Committee, which consists entirely of independent directors for purposes of Nasdaq listing requirements and Rule 10A-3 under the Exchange Act. The Audit Committee reports financial risk oversight matters to the Board based on committee assessments and periodic reports from management. The Compensation Committee provides risk oversight concerning our compensation policies and practices as described below under Risk Assessment of Compensation Policies and Practices. The Regulatory Committee provides risk oversight concerning significant broadcast and other regulatory and compliance issues. The Board, with the assistance of management, is responsible for all other risk oversight measures, including cybersecurity risk.
Sinclair maintains a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within our enterprise risk management system and disclosure committee. The program addresses the corporate information technology environment, third-party service providers, and customer-facing products and applications.
Sinclair’s Chief Information Security Officer (“CISO”) is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Cybersecurity Committee and disclosure committee. Our CISO has over a decade of experience leading cybersecurity oversight, and others on our IT security team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional certification.
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The Board oversees Sinclair’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. The CISO briefs the Cybersecurity Committee on the effectiveness of the Company’s cyber risk management program, typically on a quarterly basis. In addition, cybersecurity risks are reviewed by the Board, at least annually, as part of the Company’s corporate risk management process. For more information about Sinclair’s cyber risk management program, please see Part I, Item 1C of our Annual Report on Form 10-K filed with the SEC on February 27, 2026.
Risk Assessment of Compensation Policies and Practices. The Compensation Committee has reviewed our executive and non-executive compensation programs and believes that they do not encourage excessive or unnecessary risk taking. As further explained below, the Compensation Committee believes that any risk inherent in our compensation programs is unlikely to have a material adverse effect on us. Incentive compensation is primarily paid to sales personnel who are not executive officers of the Company and do not have the ability or authority to engage in significant risk-taking activity. While we pay incentive compensation to certain of our executive officers, it is not significant to the Company as a whole and we believe it is designed to minimize unnecessary risk taking by aligning each executive’s interests with those of our stockholders and by emphasizing long-term performance through the use of performance or service-vesting requirements, rather than promoting short-term risk taking. Our sales personnel and executive officers are incentivized to generate revenues and cannot participate in material speculative transactions or put material amounts of capital at risk without Board approval. We have also adopted a general prohibition against hedging any Company securities and an Incentive-Based Compensation Clawback Policy, which provides for the Company’s recoupment of certain incentive-based compensation paid erroneously to covered executives in the event of an accounting restatement of the Company’s financial statements due to material noncompliance with financial reporting requirements, each of which are designed to prevent and safeguard against excessive risk-taking. As a result, the Company’s management, in consultation with the Compensation Committee, determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Controlled Company Determination. The Board has determined that we are a “Controlled Company” for purposes of the Nasdaq listing requirements. A “Controlled Company” is a company of which more than 50% of the voting power is held by an individual, a group, or another company. Certain Nasdaq listing requirements do not apply to a “Controlled Company,” including requirements that: (i) a majority of its board of directors must be comprised of “independent” directors as defined in the Nasdaq listing requirements; and (ii) the compensation of officers and the nomination of directors be determined in accordance with specific rules, generally requiring determinations by committees comprised solely of independent directors or in meetings at which only the independent directors are present. The Board has determined that we are a “Controlled Company” based on the fact that the Smith brothers hold more than 50% of our voting power and are parties to a stockholders’ agreement that obligates them to vote for each other as candidates for election to the Board. The Smith brothers have been our executive officers and/or directors at all times since we became a publicly traded company in 1995. Currently, David D. Smith, Dr. Frederick G. Smith, and J. Duncan Smith are executive officers and directors and Robert E. Smith is a director.
Director Independence. The Board has determined that each of Messrs. Keith, Legg, and Friedman, Dr. Carson, and Ms. Beyer have no relationship that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director and that he or she otherwise meets the independence criteria under the Nasdaq listing requirements. As a result, notwithstanding that we are a “Controlled Company,” the Board has determined that a majority of the Board meet the independence criteria established by the Nasdaq listing requirements.
Audit Committee. The members of the Audit Committee are Ms. Beyer, Dr. Carson, and Mr. Keith, with Ms. Beyer as its designated Chair. The Audit Committee is governed by a written charter approved by the Board and available on our website at www.sbgi.net. The Audit Committee formally met five times during the year ended December 31, 2025.
The Board has determined that all current and proposed audit committee members are financially literate under the Nasdaq listing requirements and that Ms. Beyer qualifies as an “audit committee financial expert” as defined by the SEC rules adopted pursuant to the Exchange Act.
The Nasdaq listing requirements require that audit committees have at least three directors and that all directors be independent, as defined in the Nasdaq listing requirements and Rule 10A-3 under the Exchange Act. The Board has determined that Ms. Beyer, Dr. Carson, and Mr. Keith meet the independence criteria established in the Nasdaq listing requirements and the Exchange Act.
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The Audit Committee assists the Board in its oversight of financial reporting practices and the quality and integrity of the financial reports of Sinclair including compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of Sinclair’s internal control function. The Audit Committee is responsible for the appointment of Sinclair’s independent auditors, whose appointment may be ratified by the stockholders. The Audit Committee oversees our internal controls and risk management policies and meets with our independent auditor and management regarding our internal controls and other matters. The Audit Committee is responsible for reviewing compliance with Sinclair’s ethics policy and has established procedures for the receipt, retention, and treatment of complaints received by Sinclair regarding accounting controls or auditing matters and the confidential, anonymous submission by Sinclair’s employees of concerns regarding questionable accounting or auditing matters. The Audit Committee is also responsible for approving or ratifying related person transactions pursuant to Sinclair’s related person transaction policy. This policy is described in this proxy statement under the caption Related Person Transactions. The Regulatory Committee and the Audit Committee will keep each other regularly informed of their activities in matters of mutual interest and meet together at least twice annually to discuss such matters.
Compensation Committee. Nasdaq listing requirements require that compensation of executive officers be determined, or recommended to the Board for determination, either by a majority of the independent directors or a compensation committee comprised solely of independent directors. As a “Controlled Company,” we are not subject to this listing requirement. However, all members of the Compensation Committee, which consists of Messrs. Legg, Keith, and Friedman, with Mr. Legg as its designated Chair, meet the independence criteria established by the Nasdaq listing requirements. The Compensation Committee is governed by a written charter approved by the Board and available on our website at www.sbgi.net. The Compensation Committee is charged with the responsibility for setting executive compensation, reviewing certain compensation programs, administering our equity incentive plans, providing risk oversight concerning our compensation plans and practices for executive officers, recommending for inclusion in this proxy statement the Compensation Discussion and Analysis section below, preparing the compensation committee report required by SEC rules which is included in this proxy statement, and making other recommendations to the Board. The Compensation Committee formally met 13 times during the year ended December 31, 2025.
Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee are Messrs. Friedman, Keith, and Legg, with Mr. Friedman as its designated Chair, all of whom meet the independence criteria established by the Nasdaq listing requirements. The Nominating and Corporate Governance Committee is governed by a written charter approved by the Board and available on our website at www.sbgi.net. The Nominating and Corporate Governance Committee formally met one time during the year ended December 31, 2025.
The Nominating and Corporate Governance Committee is primarily responsible for (i) identifying and, after considering questions of independence and possible conflicts of interest, recommending nominees to the Board for approval of membership on the Board, (ii) annually reviewing and recommending changes with respect to non-employee director compensation to the Board, which review shall include a review of the director compensation of similarly situated companies, (iii) developing and making recommendations to the Board for the ongoing review and revision of our Corporate Governance Guidelines, which are a set of effective corporate governance principles that promote our competent and ethical operation, (iv) recommending to the Board director nominees for each committee; (v) planning officer and director succession and making an annual report to the Board on succession planning; and (vi) receiving comments from all directors and reporting annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year or at such other time as the Nominating and Corporate Governance Committee shall determine, and assessing individual director performance and taking actions as it deems appropriate with respect to any such matter.
The Nominating and Corporate Governance Committee has not established an exhaustive list of specific minimum qualifications for board members, however, desired personal qualifications and attributes of directors include a commitment to representing the long-term interests of stockholders; industry knowledge; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; and business and professional experience in fields such as operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing. The consideration of any candidate for director will be based on an assessment of the individual’s qualification as independent, as well as the individual’s background, skills, and abilities, and if such characteristics qualify the individual to fulfill the needs of the Board at that time. The Nominating and Corporate Governance Committee will consider the extent to which a candidate’s membership would promote diversity among the Board, taking into account various factors and perspectives, including differences of viewpoints, professional experiences, educational background, skills and other individual qualities.
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The Nominating and Corporate Governance Committee will consider nominees proposed by stockholders. Although there is no formal policy regarding stockholder nominees, the Board believes that stockholder nominees should be viewed in substantially the same manner as other nominees. To recommend a prospective nominee for consideration, stockholders should submit the candidate’s name, contact information, biographical material, and qualifications in writing to Corporate Secretary, Sinclair, Inc., 10706 Beaver Dam Road, Hunt Valley, Maryland 21030. For more information regarding nominating a director, see Stockholder Proposals.
Regulatory Committee. The members of the Regulatory Committee are Messrs. Keith and Legg, both of whom meet the independence criteria established by the Nasdaq listing requirements, and Dr. Frederick G. Smith, with Dr. Smith as its designated Chair. The Regulatory Committee is governed by a written charter approved by the Board and available on our website at www.sbgi.net. The Regulatory Committee formally met four times during the year ended December 31, 2025.
The Regulatory Committee is primarily responsible for exercising oversight responsibility on significant broadcast related, and any other regulatory and compliance, issues. The Regulatory Committee’s responsibilities include: (i) reviewing the Company’s compliance with relevant laws, regulations, orders, consent decrees, and corporate policies governing the broadcasting industry; and (ii) overseeing the Company’s relationship with its regulators, including the Federal Communications Commission and the U.S. Department of Justice, including reviewing, with the appropriate members of management, the Company’s staffing and interactions with the regulators, including with respect to any inquiries or investigations. The Regulatory Committee and the Audit Committee are required to keep each other regularly informed of their activities in matters of mutual interest and meet together at least twice annually to discuss such matters.
Cybersecurity Committee. The members of the Cybersecurity Committee are Messrs. Duncan Smith and Keith and Ms. Beyer. The Cybersecurity Committee formally met four times during the year ended December 31, 2025.
The Cybersecurity Committee meets with Company executives to discuss current and potential cybersecurity risks impacting the Company, the necessary strategies to mitigate these risks, and developments in cybersecurity trends. In addition, the members are briefed on any cybersecurity incidents that have impacted the Company, if any.
Special Committee. From time to time, special committees are formed by the Board as may be necessary. There were no special committees during the year ended December 31, 2025.
Interested Party Communication with the Board. Stockholders and other parties interested in communicating directly with the Board, any Board committee, or any director may do so by writing to Sinclair Board of Directors, c/o Corporate Secretary, Sinclair, Inc., 10706 Beaver Dam Road, Hunt Valley, Maryland 21030. Under the process adopted by the Board, letters we receive that are addressed to members of the Board are reviewed by our Corporate Secretary who will regularly forward a summary and copies of all such correspondence to the Board.
Concerns relating to accounting, internal controls, or auditing matters are immediately brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters. Stockholder communications that constitute advertising or promotion of a product or service or relate to improper or irrelevant topics will not be forwarded to the Board, any board committee, or any director.
Compensation Committee Interlocks and Insider Participation. The members of the Compensation Committee are Messrs. Legg, Keith, and Friedman. None of the members of our Compensation Committee at any time has been one of our officers or employees.
The following executive officers are directors of other entities (excluding subsidiaries or entities in which we have a joint venture interest) that have a director or executive officer who is on the Board. David D. Smith, Dr. Frederick G. Smith, and J. Duncan Smith, all of whom are executive officers and on the Board, are directors and/or executive officers of other various companies controlled by them, including Cunningham Communications, Inc., Keyser Investment Group, Inc., and Gerstell Development, LP. Dr. Frederick G. Smith and J. Duncan Smith also control Beaver Dam, LLC along with Robert E. Smith. See Related Person Transactions for additional information regarding the previously mentioned executive officers and directors.
During 2025, none of the named executive officers participated in any final deliberations of our Compensation Committee relating to compensation of the named executive officers.
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CORPORATE SOCIAL RESPONSIBILITY PRACTICES
We have a long history of supporting corporate social responsibility activities. Our core strategies, which are the foundation of our corporate social responsibility commitments, include:
•Identifying and implementing ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted;
•Supporting employees by ensuring a fair, ethical, and safe workplace where our employees can grow, develop, and thrive;
•Providing news consumers with access to a broad range of ideas and perspectives, both on-air and online, and connecting people with important, informational content, everywhere; and
•Providing transparency, accountability, and diverse thinking that seeks to minimize risk, while ensuring all stakeholders understand the direction, performance, and financial stability of the organization.
Human Capital. Our success is driven by our most important asset - our employees. It is their hard work and dedication that enables us to be a trusted partner to our viewers and a valuable resource to our communities. As of December 31, 2025, we had approximately 7,100 employees, including part-time and temporary employees. Approximately 550 employees are represented by labor unions under certain collective bargaining agreements.
We support our employees by ensuring that we provide a fair, ethical, and safe workplace.
•We take pride in our practices to ensure the safety, health, and well-being of our employees. We maintain best practices for safety and health through policies and procedures and access to our employee assistance program.
•Our employment practices are rooted in our policies against discrimination, harassment, and retaliation to ensure a positive working environment for all.
•We are committed to an ethical workplace and provide our employees with guidance and reporting mechanisms to foster a culture of honesty and accountability.
•We provide our employees with a comprehensive benefits package, recognition for their efforts, and resources to enable and enhance learning and development, and we have worked hard to ensure we provide a workplace where employees can feel that they belong.
Corporate Culture. We are committed to maintaining a safe, ethical, and harassment-free workplace. We recognize that our success as a team, and in our communications with one another, is grounded in our ability to trust team members to be fully engaged and to do the right thing. We support trusting relationships by offering clear guidance, structure, resources, and accountability. To this end, we maintain governance policies that apply to all of our directors, officers, and employees, including a Code of Business Conduct and Ethics, employee safety program, and no harassment and open-door policies. These policies are intended to identify, provide mechanisms for reporting, and provide a framework for solving potential issues. These policies are reviewed and updated by management, together with the Board, as our needs grow and change and upon stakeholder feedback and changes in applicable laws, regulations, and stock exchange requirements.
Employee Engagement. We regularly gather feedback from employees to gain an understanding of and improve our employee experience and to foster an engaged workforce. This feedback is used to help create new, and refine existing, employee-related programs and processes.
Sinclair takes a strategic approach to talent development. We provide on-the-job training and other learning opportunities to employees so that they gain and develop necessary skills for optimal job performance and to foster a creative and collaborative work environment. We encourage employees to complete areas of professional development using our learning and development platform, Sinclair University, where employees have access to a vast collection of learning and development content. We also provide leadership development through targeted training programs. In addition, many of our leaders have their own employee development offerings, specific to their department and position, including mentoring programs.
We actively promote our internal job announcement program as a part of our efforts to support employee growth by taking on new career opportunities within Sinclair.
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Health, Safety, and Wellness. The health, safety, and wellness of our employees is vital to our success, and we maintain and continuously enhance affordable health care options for them. We continuously work to improve our practices, policies, and benefits to make meaningful impacts on our employees personal and professional lives, sponsoring an employee assistance program aimed at enhancing their physical, financial, and mental well-being; sponsoring a program to provide employees and spouses discounted access to fitness facilities; and offering critical illness, accident, and hospital indemnity insurance to provide comprehensive protection and financial security during unforeseen circumstances.
Compensation. Our employee compensation includes market-competitive pay; the 401(k) Plan; the ESPP; healthcare benefits; three weeks minimum paid time off; family leave, including six weeks of paid parental leave; and employer paid life and disability insurance. We continue to improve our compensation offerings. In 2025, we again offered our employees the opportunity for additional time off through the Vacation Exchange Program.
Social Responsibility. As a local news broadcaster, we believe it is our responsibility to raise issues of local importance, through deep investigative reporting at our stations, and provide critical and relevant information to our viewers, including crucial news updates during potentially life-threatening situations when our viewers need them most. We are committed to getting results for the people living in the communities we serve. Our journalists’ ground-breaking reporting has prompted government investigations as well as changes in government policies and new state and federal laws. Our unique reporting in under-served arenas has sparked much-needed public engagement on topics of high local importance and concern. WBFF’s “Project Baltimore,” which is now heading into its tenth year in 2026, has produced hundreds of stories chronicling the struggles and issues facing Maryland public schools and the students that attend those schools. Reporting by our journalists in 2025 included topics such as the issues facing public schools, toxic metals in baby foods, America’s broken drug manufacturing supply chain, and forever chemicals, to name just a few, many of which were cited by elected officials and led to new state legislation. Our journalists are committed to providing citizens with relentless, in-depth reporting that holds public officials accountable, tracks the spending of taxpayer dollars, and gives a voice to the voiceless in the communities we serve.
In 2025, our news division was again recognized by industry peers for its groundbreaking reporting by being awarded 246 journalism awards, including 32 regional Edward R. Murrow awards, 55 regional Emmy awards, and four National Headliner Awards.
“Connect to Congress” is our multimedia initiative that enables members of Congress from our news markets to speak directly to their constituents on a regular basis, through their local TV news stations. The initiative, which launched in 2015, offers our local market viewers new ways to get answers to questions about what matters most to them at home. Combining broadcast, digital, and social media technologies, “Connect to Congress” offers Sinclair’s local market viewers new ways to get answers to questions about what matters most at home.
In our 14-year history of producing “Your Voice Your Future” Town Halls, we’ve produced over 1,820 productions. This distinctive series recognizes the importance of producing disruptive programming, with disciplined discussions and solutions for the communities we serve. Our goal from the beginning has been to inform, educate, and protect our viewers. Our Town Halls are produced in local markets and give our viewers an opportunity to have a voice and ask their elected leaders questions on important local and national topics. In 2025, we produced 218 Town Hall productions throughout the country, covering a variety of topics including education and school safety, homelessness, forever chemicals, antisemitism, parenting, sanctuary cities, and veterans. We remain committed to uncovering stories that demand deeper scrutiny and bringing impactful, underreported issues to the forefront.
We have steadfast dedication to providing content that alerts, protects, and empowers our audience. Distinctive, Disruptive, and Disciplined; these three simple words carry a great deal of weight as we meet the demands of today’s news consumer.
We believe it is our responsibility to be involved in our local communities. Sinclair Cares is our Company-wide community service and relief campaign program, which utilizes the strength of our properties to uplift organizations and inspire our audiences and employees to make a positive impact in our communities. Sinclair Cares mobilizes Sinclair’s assets to support various community and charitable endeavors and responses to natural disasters through financial assistance, volunteerism, and raising awareness of important topics through our media platforms. Over the last eight years, Sinclair Cares has spearheaded the Company’s efforts, including fund-raising and blood donations during weather and climate catastrophes, and raising funds and awareness for important social causes. Recent initiatives include:
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•Sinclair Cares: California Wildfires Relief - a fundraising partnership with the Salvation Army to provide disaster relief support across Southern California which helped provide critical aid, shelter, food, fresh water, and support for wildfire survivors and first responders in Los Angeles.
•Sinclair Cares: From Homeless to Hope - a nationwide initiative in partnership with the Salvation Army, including content produced by Sinclair and airing on Sinclair’s newscasts, dedicated to raising awareness about homelessness by shedding light on the many faces of homelessness and highlighting solutions that offer hope.
•Sinclair Cares: Texas Tragedy Relief - a national fundraising campaign in partnership with The Salvation Army, to support those affected by the devastating flooding across Texas.
•Sinclair Cares: Help Drive Out Cancer - a nationwide campaign in partnership with The Salvation Army, dedicated to raising awareness about the transportation barriers people with cancer face in accessing lifesaving treatment.
•Sinclair Cares: Fill the Food Banks - a fundraising campaign in partnership with Feeding America to help provide meals to families across the U.S. during the holiday season.
Our stations also sponsor countless philanthropic campaigns and events such as health expos, parades, and blood drives in their local markets and contribute to local charities. We encourage not only our stations, but also our employees to engage in the communities in which we serve and live. In 2025, Sinclair partnered with more than 300 charitable organizations across our markets to help raise nearly $23 million for nonprofit organizations, schools, community agencies, and local disaster relief. In addition, Sinclair helped to collect almost five million pounds of food, more than 107,000 diapers, more than 184,000 toys, and more than 6,400 school supplies, while donating an estimated $5.7 million in on-air commercial time to organizations.
We sponsor a program to match certain employee charitable cash donations in order to encourage our employees to make charitable contributions to support activities and efforts that are important to them, and, in 2025, we held our third annual Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes. Over 1,300 employees volunteered a total of more than 3,600 hours that day to help out in their communities.
Our annual Sinclair scholarship provides support to college students demonstrating a promising future in the broadcast industry. In 2025, we awarded a total of $57,500 to 15 winning applicants from across the country. We have distributed more than $400,000 in tuition assistance since 2013, with a goal to invest in the future of the broadcast industry and help students complete their education and pursue careers in broadcast journalism, digital storytelling, and marketing.
Environmental Responsibility. Our mission is to identify and implement ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted. We have accelerated actions within our organization to lessen our use of electricity over time and to measure and eventually report on our electricity usage. Our focus is finding ways to help lower our carbon footprint through lowering our electricity consumption, purchasing greener supplies, and recycling. Some of these initiatives are the efforts we are undertaking in proactively replacing our existing less efficient lighting with LED lighting, replacing HVAC equipment with higher efficiency models, and exploring electric vehicles as other ways our company can reduce its reliance on energy sources that result in emissions of greenhouse gasses that are harmful to the environment. We implemented a solution to process utility bills which will gather and track energy consumption and measure this portion of our carbon footprint. Since 2017, we have installed 150 new, energy efficient television transmitters, which are typically 25% more energy efficient than the units they replace and generate less waste heat, and are currently installing, or have plans to install, an additional 18 during 2026 and 2027. We operate a battery recycling operation across our television station footprint in order to reduce the amount of waste moving to landfills and we are transitioning company-wide to the use of rechargeable batteries for all studio operations at our stations. Throughout the organization, we are seeking to reduce the use of paper products and, whenever possible, recycling paper, electronics, and other items.
In addition to our direct efforts to reduce our impact on the environment, we produce high quality news to increase our viewers’ general awareness of environmental issues and programs by providing them information on how they can participate in improving environmental sustainability.
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REGULATORY COMMITTEE REPORT
The purpose of the Regulatory Committee is to exercise oversight and responsibility on significant broadcast related and any other regulatory and compliance issues, including reviewing the Company’s compliance with relevant laws, regulations and corporate policies governing the Company’s activities. The Regulatory Committee met four times during the year ended December 31, 2025 (with two of those meetings held jointly with the Audit Committee).
The Regulatory Committee provided oversight of the Company’s compliance activities, including required compliance under any consent decrees entered into with the Federal Communications Commission (“FCC”), and other judgments and settlements; compliance and regulatory reviews conducted with Company broadcast stations; and enhanced compliance training to management, covering topics such as federal communications regulatory requirements, ethical sales practices, prohibitions on anti-competitive behavior, export controls and economic sanctions, and anti-bribery and corruption laws. The Chief Compliance Officer provided the Regulatory Committee with updates on the Company’s compliance outreach initiatives, including communicating to management the importance of operating with integrity and compliance with laws. The Committee also provided oversight of the Company’s relations with its regulators, including its compliance meetings with FCC staff and the Company’s response to notices and inquiries involving pending matters, including responses to requests for information issued by the FCC.
The Regulatory Committee received regular updates from the Chief Compliance Officer related to developing, implementing, administering, and updating the Company’s compliance program. In addition, the Regulatory Committee received updates on general regulatory developments, including new or proposed FCC rules and regulations. The Chief Compliance Officer reviews certain reports required to be filed with various regulatory authorities, including the FCC and the U.S. Department of Justice. The Chief Compliance Officer continues to work closely with the Company’s Legal Department and directly with the Company’s Chief Legal Officer. The Chief Compliance Officer reports to the Company’s Chief Executive Officer and provides updates to the Regulatory Committee, the Audit Committee, and others at the Company. The Regulatory Committee also received updates from the Company’s Chief Legal Officer and Senior Vice President for Global Public Policy and Communications.
Regulatory Committee
Frederick G. Smith, Chairman
Daniel C. Keith
Benson E. Legg
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DIRECTOR COMPENSATION FOR 2025
The following table sets forth certain information regarding compensation for services rendered by our non-employee directors during the year ended December 31, 2025.
| Name (a) | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | ||||||||||||||||
| Robert E. Smith | $ | 49,000 | $ | 236,177 | (b) | $ | — | (c) | $ | 285,177 | ||||||||||
| Laurie R. Beyer | 74,000 | 236,177 | (b) | — | 310,177 | |||||||||||||||
| Benjamin S. Carson, Sr. | 60,500 | 236,177 | (b) | — | 296,677 | |||||||||||||||
| Howard E. Friedman | 73,625 | 236,177 | (b) | — | 309,802 | |||||||||||||||
| Daniel C. Keith | 91,625 | 236,177 | (b) | — | 327,802 | |||||||||||||||
| Benson E. Legg | 81,625 | 236,177 | (b) | — | 317,802 | |||||||||||||||
(a)Compensation for David D. Smith, our Chairman of the Board and Executive Chairman, is reported in the Summary Compensation Table in the Compensation Discussion and Analysis section. Dr. Frederick G. Smith and J. Duncan Smith are omitted from this table, as they serve as executive officers, but are not named executive officers and do not receive additional compensation for services provided as directors.
(b)On the date of our 2025 annual meeting, each non-employee director nominee received a grant of 18,084 unrestricted shares of Class A Common Stock pursuant to the Company’s 2022 Stock Incentive Plan for services to be rendered during their one-year term beginning on June 6, 2025, at a value of $13.06 per share of Class A Common Stock. The amount presented represents the grant date fair value of the stock award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
(c)Robert E. Smith is a participant in our company sponsored health care plan. Mr. Smith pays standard premiums pursuant to the plan; however, unlike a typical company participant, he is required to reimburse the Company for any health care costs in excess of $500,000. During 2025, Mr. Smith’s health care costs did not exceed $500,000, nor did they exceed the premiums he paid; therefore, we did not have to pay for any costs during the year.
Non-employee directors receive $35,000 for their services as a director. The Audit Committee Chairman receives an additional $7,500 annually and the Compensation Committee Chairman and Nominating and Corporate Governance Committee Chairman each receive an additional $6,000 annually. No additional annual fees are paid to Dr. Frederick G. Smith and J. Duncan Smith as Regulatory Committee Chairman and Cybersecurity Committee Chairman, respectively. Non-employee directors also receive $2,000 for each Board meeting attended; $2,500 for each Audit Committee meeting attended; $1,500 for each Compensation Committee meeting, Regulatory Committee meeting, and Cybersecurity Committee meeting attended; and $1,125 for each Nominating and Corporate Governance Committee meeting attended. We reimburse our directors for any business-related travel expenses. Additionally, each non-employee director is granted unrestricted shares of Class A Common Stock upon election or re-election to the Board on the date of our annual meeting of stockholders.
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COMPENSATION DISCUSSION AND ANALYSIS
Introduction. In this section, we discuss certain aspects of our compensation program as it pertains to our Executive Chairman; President and CEO; Executive Vice President and Chief Financial Officer (“CFO”); Chief Operating Officer and President / Local Media; Executive Vice Chairman; and former Executive Vice President and CFO in 2025. These individuals represent our principal executive officer, our principal financial officer, and our next three most highly compensated executive officers, as well as our former Executive Vice President and CFO who retired effective October 1, 2025. We refer to these six persons throughout this proxy statement as the named executive officers. Our discussion focuses on compensation and practices relating to our most recently completed fiscal year.
We believe that the performance of each of the named executive officers has the potential to impact both our short-term and long-term profitability. The Board has established a Compensation Committee that is responsible for establishing and administering our executive officers’ compensation. The Compensation Committee consists of three non-employee directors, all of whom meet the independence criteria established by the Nasdaq listing requirements.
Executive Vice President and Chief Financial Officer Transition. Pursuant to a previously announced CFO transition plan, on July 7, 2025, we announced that, effective such date, Lucy Rutishauser would step down as our CFO and continue as Executive Vice President to support the transition of Narinder Sahai, as the Company’s Executive Vice President and CFO. Effective October 1, 2025, Ms. Rutishauser retired from employment with the Company.
General Philosophy, Objectives and Design. We believe that our people are our most valuable resource and that the dedication and quality of our named executive officers are vital to the long-term interests of our stockholders. We have established a compensation program for our executive officers that is competitive and designed to support our strategic goals. The primary objectives of our compensation program are to attract and retain the best available people while efficiently utilizing available resources, to enhance the executive officers’ overall performance, to align the long-term interests of our executive officers with those of our stockholders, to improve our overall business performance, and to reward individual performance. This is accomplished through a combination of base salary, long-term incentive compensation, and cash bonus designed to be competitive with comparable employers in the broadcast and media industry. The Compensation Committee evaluates both the Company’s overall performance and the individual’s performance when setting compensation levels. However, there are no set guidelines or policies outlining the weight of each, as the Compensation Committee assesses each factor at its discretion.
Stockholder Say on Pay Considerations. We provide our stockholders with the opportunity to cast an advisory vote annually to approve our executive compensation (also known as “Say on Pay”). In 2025, approximately 96% of our stockholders that voted approved our executive compensation. The Board and Compensation Committee considered the strong voting results as a stockholder endorsement of our executive compensation policies and practices, and we intend to continue to emphasize our pay-for-performance compensation philosophy that aligns long-term interests of our executives with those of our stockholders. At the 2023 annual meeting of stockholders, our stockholders overwhelmingly approved, on a non-binding advisory basis, a triennial advisory vote on our executive compensation. However, the Board considered the outcome of that vote and determined that we hold an annual advisory vote on the compensation of our named executive officers until the next required advisory vote on the frequency of the advisory vote on executive compensation. As a result, we are holding an annual stockholder advisory vote on the compensation of our named executive officers at the 2026 annual meeting of stockholders. See Proposal 3: A Non-Binding Advisory Vote on Our Executive Compensation above.
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Compensation Process. Each year, the Compensation Committee reviews the prior performance of each executive officer, reviews the effectiveness of past compensation objectives, and approves the compensation policies and plans for the next fiscal year. The Compensation Committee assesses each executive officer’s operational abilities, leadership skills, and potential to contribute to long-term stockholder value. Executive officers have access to the Compensation Committee to present and discuss their own performance and compensation plan. At times, the Compensation Committee may specifically request meetings with executive officers to gain a full understanding and exploration of assessed attributes. Messrs. Smith and Ripley consult with the Compensation Committee on appropriate compensation for executive officers other than themselves. In addition, our Executive Vice President / Chief Human Resources Officer, Donald H. Thompson, presents information and recommendations to the Compensation Committee based on market evaluations. In determining the amount of executive officer compensation each year, the Compensation Committee reviews competitive market data from the broadcast and media industry as well as other similarly sized companies comparable to us, including those companies we have determined to be in our peer group. During 2025, the Compensation Committee did not directly benchmark executive officer compensation to a specific target percentile against our peer group. However, when determining the levels of base salary, cash bonuses, and equity awards of our executive officers, our Compensation Committee uses market data in combination with an analysis of other factors including company and individual performance and executive officer responsibilities.
The peer group is made up of a mix of media companies with revenues and market capitalization both greater and less than that of the Company to ensure that our compensation practices are reasonable in light of both industry trends and the size of the Company. For 2025, the Compensation Committee determined that our peer group consisted of the following companies in our industry:
| – AMC Networks Inc. | – iHeartMedia Inc. | ||||
| – Cumulus Media, Inc. | – The New York Times Company | ||||
| – The E.W. Scripps Company | – Nexstar Media Group, Inc. | ||||
| – Entravision Communications Corp. | – Paramount Skydance Corporation | ||||
| – Fox Corp. | – Tegna Inc. | ||||
| – Gray Television, Inc. | – USA Today Co., Inc. | ||||
In addition, the Compensation Committee considers information from salary surveys to evaluate compensation for similar positions taking into account geographic location and the companies’ revenue size. These surveys include Salary.com / CompAnalyst, Willis Towers Watson, and Mercer reports. While we review these surveys, we do not formally engage these firms as outside consultants.
All final compensation decisions regarding executive officers are made by the Compensation Committee, which is comprised solely of independent directors.
Primary Elements of Compensation. We provide a competitive mix of compensation elements that align executive officer compensation with stockholder value. Our compensation program includes both short and long-term compensation in the form of base salary, long-term incentive compensation, and cash bonus, as discussed below. We believe that these compensation components provide an appropriate mix of fixed and variable pay, balance short-term operational performance with long-term stockholder value and encourage executive recruitment and retention, which aligns with our compensation philosophy and objectives.
Base Salary. Base salaries are not objectively determined, but instead reflect levels that we concluded were appropriate based upon our general experience. Base salary is designed to provide competitive levels of compensation to our executive officers based upon their experience, professional status, accomplishments, duties, and scope of responsibility. As noted above under Compensation Process, also taken into consideration when establishing base salaries are salaries paid by our competitors for similar positions within the broadcast and media industry, as well as salaries paid by companies outside of our industry for comparable positions. In addition to market comparisons, the Compensation Committee considers individual performance when determining base salary.
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Long-Term Incentive Compensation. Our compensation program includes long-term incentive compensation, paid in the form of restricted stock, stock-settled appreciation rights (“SARs”), restricted stock units, stock options, and other long-term incentive cash bonuses including a longevity bonus or similar bonus payable to certain executive officers pursuant to their respective employment agreements (see Employment Agreements below). We have elected to pay long-term incentive compensation in order to provide an incentive for our executive officers to provide strong returns to our stockholders, to better align the interests of our executive officers with those of our stockholders, to continue long-term leadership in the service of the Company, and to ensure a competitive compensation program given the market prevalence of equity compensation.
The Company’s 2022 Stock Incentive Plan (the “SIP”), which was approved by stockholders, and became effective, on June 9, 2022, is the successor plan to the Company’s 1996 Long-Term Incentive Plan (the “Predecessor LTIP”). From and after June 9, 2022, no additional awards were granted under the Predecessor LTIP and all outstanding awards granted under the Predecessor LTIP remain subject to the terms of the Predecessor LTIP. All shares used to pay equity awards are granted under, and made subject to the terms of, the SIP or any other Company equity compensation plan, as applicable. For purposes of determining the number of shares subject to such equity awards, the Compensation Committee will value awards in the form of restricted stock, restricted stock units, or other full-value share awards at the fair market value of the shares underlying the grant on the date of the equity award and will value awards in the form of options and SARs at their fair value on the date of the equity award, as expensed by the Company under applicable accounting rules for purposes of the Company’s financial statements.
Restricted Class A Common Stock awards granted pursuant to the SIP typically vest over two years if the executive officer is employed by the Company. Unvested shares immediately vest upon termination in the event of death or disability, termination by the Company without cause, termination by the executive officer for good reason, a change in control, or retirement either after age 65 or after age 55, if at such time the employee has had at least 10 years of service with the Company.
SARs granted pursuant to the SIP have a 10-year term and are typically fully vested upon grant or vest over two years. Upon exercise of SARs, the holder would receive a number of shares of Class A Common Stock, equal in value to the difference between the SARs’ base value and the per share closing price of the Company’s Class A Common Stock on the date of exercise for the number of SARs being exercised. Unvested SARs immediately vest upon termination by the Company without cause, termination by the executive officer for good reason, or retirement either after age 65 or after age 55, if the employee has had at least 10 years of service with the Company. Upon a change in control (for SARs granted under the SIP) or a dissolution or merger (for SARs granted under the Predecessor LTIP), all unvested SARs shall vest and, under the Predecessor LTIP, the executive officer has the right to exercise the unexercised portion of his or her SARs immediately prior to such event.
Restricted stock units granted pursuant to the SIP typically vest 100% after three years if the executive officer is employed by the Company on such date or 25% after one year and 6.25% after each following quarter if the executive officer is employed by the Company on the applicable vesting dates. Unvested units immediately vest upon a change in control.
Stock options granted pursuant to the SIP and the Predecessor LTIP have a 10-year term, have exercise prices equal to the fair value of the Class A Common Stock on the date of grant, and may or may not have certain vesting conditions. No stock options have been grated since 2016.
When granting equity awards, consideration is given to company and employee performance, but awards are made at the discretion of the Compensation Committee under no objective guidelines, with the exception of awards pursuant to employment agreements. Grants of equity awards are valued only at the closing price of our stock on the date of grant.
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Certain executive officers are also entitled to earn a retention-based “longevity” bonus or similar bonus providing for a single lump sum cash payment to the executive officer at a specified future date. These longevity bonuses generally require the executive officer to remain employed by the Company for a specified retention period, subject to earlier payment on certain events as provided in their employment agreements, as described in Employment Agreements below. The Company may also condition all or a portion of the longevity bonus on achievement of a specified performance goal. We believe these retention-based bonuses support the Company’s interest in minimizing turnover within our executive officer ranks.
Cash Bonus. Our compensation philosophy is to primarily award cash bonuses to those that have a direct influence on our ongoing revenue and operating performance. Based on this criteria, in early 2025, the Compensation Committee determined that Mr. Ripley, our President and CEO; Mr. David Smith, who oversees the development, implementation, and globalization of NextGen TV, expansion of our news franchise, and public policy as it relates to the broadcast industry; Mr. Sahai, our Executive Vice President and CFO, Mr. Weisbord, our Chief Operating Officer and President/Local Media; and Mr. Jason Smith, our Executive Vice Chairman, would each be eligible to receive a performance-based cash bonus for 2025 performance. The purpose of Messrs. Ripley, David Smith, Sahai, Weisbord, and Jason Smith’s cash bonus opportunity was to promote the attainment of specific financial goals and reward achievement of those goals. We favor an objective approach when measuring the cash bonus. The Compensation Committee determines at its discretion the maximum bonus amounts paid.
On February 25, 2025, the Board adopted the Sinclair, Inc. Annual Incentive Plan (the “AIP”). The AIP is a cash-based incentive program which is intended to provide awards to certain employees of the Company to motivate them to perform to the best of their abilities and achieve the Company’s objectives. The Compensation Committee is responsible for administering the AIP and, in its sole discretion, will provide eligible participants, including any executive officer, key employee, or other Compensation Committee-designated employee of the Company or of an affiliate, the opportunity to earn specific cash bonuses for a given performance period. Performance periods are determined by the Compensation Committee and may be divided into one or more shorter periods. As an example, the Compensation Committee may desire to measure some performance criteria over a twelve-month period and other criteria over a three-month period. The Compensation Committee, in its sole discretion, will select the eligible participants for any performance period and no participant for a given performance period is guaranteed or assured of being selected for participation in any subsequent performance period or periods.
Under the AIP, the Compensation Committee will establish a target award, at 100% target level of achievement, for each participant, which may be a percentage of a participant’s annual base salary as of the beginning or end of the performance period or a fixed dollar amount. Furthermore, the Compensation Committee will, in its sole discretion, determine the performance goals applicable to any target award from the criteria set forth in the AIP, including, by way of example only, Adjusted EBITDA, Unlevered Adjusted Free Cash Flow, stock price, and relative total stockholder return. These performance goals may include threshold levels of performance below which no actual award will be paid, levels of performance at which specified percentages of the target award will be paid, and a maximum level of performance above which no additional actual award will be paid. The Compensation Committee may, in its sole discretion, increase, reduce, or eliminate a participant’s actual award. Each actual award under the AIP will be paid in cash (or its equivalent).
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The following table sets forth certain information in regard to maximum performance-based bonus potential for our named executive officers in 2025:
| Total Quarterly Bonuses (including Recapture Bonus) (a) | Total Annual Exceeds Bonus (b) | AIP Bonus (c) | Annual Bonus (d) | Total | |||||||||||||
| David D. Smith | $ | 1,000,000 | $ | 500,000 | $ | 2,000,000 | $ | — | $ | 3,500,000 | |||||||
| Christopher S. Ripley | 1,000,000 | 500,000 | 3,200,000 | — | 4,700,000 | ||||||||||||
| Narinder K. Sahai (e) | — | — | 682,740 | — | 682,740 | ||||||||||||
| Lucy A. Rutishauser | — | — | — | — | — | ||||||||||||
| Robert D. Weisbord | 1,000,000 | 600,000 | 1,600,000 | — | 3,200,000 | ||||||||||||
| Jason R. Smith | — | — | 900,000 | 450,000 | 1,350,000 | ||||||||||||
(a)Quarterly bonuses were paid quarterly and earned pro rata from zero starting at 92% to 100% of quarterly targeted Adjusted EBITDA. Executives were eligible to receive the maximum amount of the available quarterly bonus payments for the year when 100% of the annual targeted Adjusted EBITDA was met even though on a quarterly basis the quarterly targeted Adjusted EBITDA was not met (“Recapture Bonus”). Adjusted EBITDA is a non-GAAP measure that management and the Board use to evaluate the Company’s operating performance and for certain executive compensation purposes. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization, and non-recurring and unusual transaction, implementation, legal, regulatory and other costs, as well as certain non-cash items such as stock-based compensation expense and other gains and losses less amortization of program costs. We believe this measure best captures Messrs. David Smith, Ripley, and Weisbord’s ability to drive the performance of the Company.
(b)Annual exceeds bonuses were paid annually and were earned pro rata from zero starting at 100% to 108% of annual targeted Adjusted EBITDA.
(c)AIP bonuses for the first three quarterly periods were earned based on the achievement of the following performance metrics during the quarter:
i.Adjusted EBITDA and Unlevered Adjusted Free Cash Flow (“FCF”): 40% weighting, respectively (with linear interpolation between percentage targets)
| Adjusted EBITDA and Unlevered Adjusted FCF (1), respectively, for Quarterly Period | Adjusted EBITDA and Unlevered Adjusted FCF (1), respectively, Earned % | ||||
| 110% or Greater of Target | 200% | ||||
| 105% of Target | 150% | ||||
| 100% of Target | 100% | ||||
| 90% of Target | 50% | ||||
| Less than 90% of Target | —% | ||||
(1)Unlevered Adjusted FCF is a non-GAAP measure that management and the Board use for certain executive compensation purposes only. It is not intended to be used by analysts or investors as a measure of the Company’s financial performance, liquidity, or valuation, and it should not be considered comparable to similarly titled measures reported by other companies. Unlevered Adjusted FCF is defined as Adjusted EBITDA plus cash distributions from investments, loss from noncontrolling interests, and cash tax refunds, less income from non-controlling interests, cash taxes paid, and capital expenditures.
Payment in respect of full-year performance was made following completion of the fourth quarterly period and earned based on the achievement of the preceding performance metrics in section (i) above and the following performance metrics in sections (ii) and (iii) during the full-year performance period:
ii.Absolute Stock Price Change: 10% weighting (with linear interpolation between percentage targets)
| Absolute Stock Price Change for the Annual Period | Absolute Stock Price Change Earned % | ||||
| +30% and more | 200% | ||||
| +25% | 150% | ||||
| +20% | 100% | ||||
| +0% | 50% | ||||
| <0% | —% | ||||
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iii.Relative Total Shareholder Return (“RTSR”): 10% weighting (with linear interpolation between percentage targets)
| RTSR (1) Percentile Rank for the Annual Period | RTSR Earned % | ||||
75th Percentile or above | 200% | ||||
62.5th Percentile | 150% | ||||
50th Percentile | 100% | ||||
25th Percentile | 50% | ||||
Below 25th Percentile | —% | ||||
(1)RTSR is calculated by first determining each company’s total shareholder return over the performance period. Total shareholder return represents the change in stock price over the performance period plus dividends and other distributions, divided by the beginning stock price. Dividends are assumed to be reinvested in shares on the ex-dividend date. The Company’s total shareholder return is compared to that of its peer companies and ranked from highest to lowest. Its position in that ranking is then converted into a percentile score that reflects how it performed relative to the group (for example, outperforming most peers results in a higher percentile).
(d)Annual bonus was paid annually and based on incremental Adjusted EBITDA of Sinclair Ventures, LLC (“Ventures”) above its targeted Adjusted EBITDA. Mr. Jason Smith was eligible to receive 7.5% of the incremental Ventures Adjusted EBITDA generated over the trailing 12 months, subject to a $450,000 cap.
(e)Per Mr. Sahai’s employment agreement, he is eligible for an annual performance bonus of up to 200% of his then-current base salary. For 2025, this bonus was prorated based on his July 7, 2025 start date and calculated as a percentage of his $700,000 annual salary.
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The following tables set forth certain information in regard to performance-based cash bonus payments to our named executive officers for performance in 2025:
| Quarterly Bonus | Recapture Bonus | Annual Exceeds Bonus | Annual Bonus | |||||||||||||||||||||||
1Q 2025 | 2Q 2025 | 3Q 2025 | 4Q 2025 | 2025 | 2025 | 2025 | ||||||||||||||||||||
| Targeted Adjusted EBITDA ($ in millions) (a) | $ | 114.7 | $ | 111.4 | $ | 113.6 | $ | 163.7 | $ | 503.4 | $ | 503.4 | $ | 81.9 | (b) | |||||||||||
| % of Targeted Adjusted EBITDA Achieved (a) | 97.3 | % | 89.4 | % | 83.1 | % | 97.2 | % | 92.3 | % | 92.3 | % | ||||||||||||||
| Incremental Ventures Adjusted EBITDA ($ in millions) | $ | 8.1 | ||||||||||||||||||||||||
| Performance-Based Cash Bonus Payments: | ||||||||||||||||||||||||||
| David D. Smith | $ | 162,500 | $ | — | $ | — | $ | 162,500 | $ | — | $ | — | $ | — | ||||||||||||
| Christopher S. Ripley | 162,500 | — | — | 162,500 | — | — | — | |||||||||||||||||||
| Narinder K. Sahai | — | — | — | — | — | — | — | |||||||||||||||||||
| Lucy A. Rutishauser | — | — | — | — | — | — | — | |||||||||||||||||||
| Robert D. Weisbord | 162,500 | — | — | 162,500 | — | — | — | |||||||||||||||||||
| Jason R. Smith | — | — | — | — | — | — | 450,000 | |||||||||||||||||||
| AIP Bonus | |||||||||||||||||
1Q 2025 | 2Q 2025 | 3Q 2025 | 2025 | Total | |||||||||||||
| Targeted Adjusted EBITDA ($ in millions) (a) | $ | 114.7 | $ | 111.4 | $ | 113.6 | $ | 503.4 | |||||||||
| % of Targeted Adjusted EBITDA Achieved (a) | 97.3 | % | 89.4 | % | 83.1 | % | 92.3 | % | |||||||||
| Targeted Adjusted EBITDA - Earned % | 86.3 | % | — | % | — | % | 61.7 | % | |||||||||
| Targeted Unlevered Adjusted FCF ($ in millions) (a) | $ | 90.0 | $ | (20.0) | $ | 39.0 | $ | 202.0 | |||||||||
| % of Targeted Unlevered Adjusted FCF Achieved (a) | 114.9 | % | 471.7 | % | 177.8 | % | 218.1 | % | |||||||||
| Targeted Unlevered Adjusted FCF - Earned % | 200.0 | % | 200.0 | % | 200.0 | % | 200.0 | % | |||||||||
| Absolute Stock Price Change % | (1.4) | % | |||||||||||||||
| Absolute Stock Price Change - Earned % | NA | NA | NA | — | % | ||||||||||||
| RSTR Percentile | 25th % | ||||||||||||||||
| RTSR Change - Earned % | NA | NA | NA | 50.0 | % | ||||||||||||
| Performance-Based Cash Bonus Payments: | |||||||||||||||||
| David D. Smith | $ | 250,000 | $ | 200,000 | $ | 200,000 | $ | 446,657 | $ | 1,096,657 | |||||||
| Christopher S. Ripley | 400,000 | 320,000 | 320,000 | 714,652 | 1,754,652 | ||||||||||||
| Narinder K. Sahai | — | — | — | 374,366 | 374,366 | ||||||||||||
| Lucy A. Rutishauser | — | — | — | — | — | ||||||||||||
| Robert D. Weisbord | 200,000 | 160,000 | 160,000 | 417,326 | 937,326 | ||||||||||||
| Jason R. Smith | 112,500 | 90,000 | 90,000 | 200,996 | 493,496 | ||||||||||||
(a)In the event that certain events take place that were not contemplated at the time the targets were determined, the Compensation Committee can adjust the targets to exclude the effect of these events. Examples of such events include acquisitions, dispositions, and changes in accounting rules.
(b)Represents targeted annual Ventures Adjusted EBITDA.
For 2025, Messrs. Ripley and David Smith were also eligible for an annual discretionary bonus of $1,000,000 and $500,000, respectively, of which they received $950,000 and $475,000, respectively; Mr. Sahai was eligible for a $105,000 signing bonus, per his employment agreement, of which he received $105,000; and Ms. Rutishauser received a cash separation payment of $2,675,833, per her employment agreement, upon her retirement effective October 1, 2025. Messrs. Ripley and Sahai are also eligible for cash bonuses for achievement of certain stock price targets pursuant to their respective employment agreements (see Employment Agreements below).
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Retirement Plan. Our compensation program includes the 401(k) Plan, which is designed to provide income following an executive officer’s retirement. Contributions made to the 401(k) Plan are matched by the Company, typically in the form of our Class A Common Stock. The match is calculated as 100% on the first 3% of compensation contributed plus 50% up to the next 2% of compensation contributed, subject to Internal Revenue Service regulations. In addition, the Compensation Committee has the ability to make additional discretionary contributions to the 401(k) Plan for the benefit of all employees including executive officers. Calculations of targeted overall compensation for executive officers do not include the benefits expected to be received under the 401(k) Plan. Executive officers participate in the 401(k) Plan on the same terms as all other employees.
Deferred Compensation Plan. Effective January 1, 2014, we established a nonqualified executive benefit plan (the “Deferred Compensation Plan”) provided to a select group of highly compensated employees as determined by the Company. The plan is a voluntary program that allows participants to defer eligible compensation for a minimum of five years, up to normal retirement age, and make investment elections for the deferred compensation. Employees may defer up to 80% of their compensation and/or 100% of certain bonuses. Participants may receive an employer discretionary match on their deferral, or other discretionary employer contributions. Elective deferrals are 100% vested upon contribution. Any employer discretionary contributions vest in increments of 25% each year of service, and are fully vested after four years of service, with all prior service credited towards vesting, or upon disability, death, or attainment of age 65.
Perquisites and Other Benefits. Perquisites and other benefits represent a minimal amount of the executive officers’ compensation. The Compensation Committee annually reviews the perquisites that executive officers receive. The primary perquisites for executive officers are tickets to sporting events and certain business entertainment events and related expenses.
Executive officers are also eligible to participate in our other benefit plans on the same terms as all other employees. These other plans include medical, dental, and vision insurance, disability and life insurance, and the ESPP.
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Employment Agreements. We do not have an employment agreement with David D. Smith or Jason R. Smith. Below is a description of the employment agreements we have entered into with our other named executive officers:
Christopher S. Ripley. In March 2014, we entered into an employment agreement with Christopher S. Ripley, which was amended and restated in August 2017 and again in August 2024. The agreement does not have any specified termination date and we have the right to terminate the employment of Mr. Ripley at any time, with or without cause. Mr. Ripley received a base salary for 2025 of $1,000,000. Under the agreement, Mr. Ripley is entitled to receive (i) an annual discretionary cash bonus of up to $1,500,000 and $1,000,000 for calendar years 2024 and 2025, respectively, (ii) quarterly performance bonuses of up to $250,000 per quarter for calendar years 2024 and 2025, subject to achievement of Adjusted EBITDA targets determined by the Board and an annual performance bonus of up to $500,000 for calendar years 2024 and 2025, subject to achievement of exceeds Adjusted EBITDA targets determined by the Board (collectively, the “EBITDA Performance Bonuses”) and (iii) an annual group performance bonus of up to $1,600,000 for calendar year 2025 (the “Group Performance Bonus”), subject to achievement of criteria determined by the Compensation Committee. Mr. Ripley is also eligible to receive certain long-term performance bonuses of $5,000,000 if the average of the closing sales prices of shares of Sinclair’s Class A Common Stock over a twenty-two (22) trading day period exceeds (i) $33 per share, (ii) $40 per share, and (iii) every $5 per share interval thereafter, in each case adjusted for certain events as described in his employment agreement, with the value of the adjustment reasonably determined by the Compensation Committee. Mr. Ripley also has the opportunity to participate in certain Sinclair investments. Any changes to Mr. Ripley’s base salary, cash bonus, or equity incentive opportunities for future calendar years shall be determined by the Compensation Committee. Mr. Ripley is also entitled to certain severance benefits, in addition to any earned but unpaid compensation and benefits as of the termination date: (i) in the case of his death or termination due to disability, prorated bonus amounts and a payout of unused vacation; and (ii) in the case of his termination without cause or his resignation for good reason, or a termination for any reason (other than for cause) either within 12 months prior to or 12 months following a change in control, (x) a lump-sum cash payment in an amount equal to $3,500,000, (y) any Group Performance Bonus and EBITDA Performance Bonuses (prorated for the year of termination) for which the criteria is met in the same year as the termination date and (z) a payout of unused vacation. In addition, the vesting of Mr. Ripley’s equity awards will accelerate on certain termination events to the extent set forth in the award agreements governing his equity awards. As a condition to receive these benefits, on a termination of Mr. Ripley’s employment without cause or for good reason or a termination of employment for any reason (other than for cause) in connection with a change in control, Mr. Ripley is required to comply with his restrictive covenants described below and execute a release of claims in our favor. The agreement also contains non-competition, non-solicitation, and confidentiality restrictions on Mr. Ripley.
Narinder K. Sahai. In July 2025, we entered into an employment agreement with Narinder K. Sahai. The agreement does not have any specified termination date and we have the right to terminate the employment of Mr. Sahai at any time, with or without cause. Mr. Sahai received a base salary for 2025 of $700,000. Under the agreement, Mr. Sahai is entitled to receive (i) an annual base salary of $700,000, $750,000 and $800,000 during his first, second and third years of employment, respectively; (ii) a one-time signing bonus of $105,000 and (iii) an annual performance bonus for each of the first three years of his employment of up to 200% of his then-current annual base salary, subject to achievement of criteria determined by the Compensation Committee after consultation with the CEO. Mr. Sahai is also eligible to receive certain long-term performance bonuses of $2,000,000 if the average of the closing sales prices of shares of Sinclair’s Class A common stock over a twenty-two (22) trading day period exceeds (i) $33 per share, (ii) $40 per share, and (iii) every $5 per share interval thereafter, in each case adjusted for certain events as described in his employment agreement, with the value of the adjustment reasonably determined by the Compensation Committee. Mr. Sahai also received a grant of restricted stock units, pursuant to the terms of the SIP, with a grant date value of $1,750,000, which shall vest entirely on July 7, 2028. Mr. Sahai will be reimbursed for up to $100,000 of relocation expenses. Any changes to Mr. Sahai’s base salary, cash bonus, or equity incentive opportunities for future calendar years shall be determined by the Compensation Committee after consultation with the CEO. Mr. Sahai is also entitled to the following severance benefits, in addition to any earned but unpaid normal compensation and benefits as of the termination date: (i) in the case of his death or termination due to disability, prorated amounts based on the prior year’s annual performance bonus and a payout of unused vacation; and (ii) in the case of his termination without cause or his resignation for good reason, or a termination for any reason (other than cause) either within twelve (12) months prior to or following a change in control, (a) after July 7, 2026, a lump-sum cash payment in an amount equal to twelve (12) months’ worth of Mr. Sahai’s then current base salary, (b) prorated annual performance bonus (based on actual Company achievement of performance criteria) and (c) a payout of unused vacation, with clauses (a) and (b) contingent on Mr. Sahai’s compliance with his restrictive covenants described below and subject to execution of a release of claims in our favor. The agreement also contains non-competition, non-solicitation and confidentiality restrictions on Mr. Sahai.
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Lucy A. Rutishauser. In March 2001, we entered into an employment agreement with Lucy A. Rutishauser, which was amended and restated in August 2017. Ms. Rutishauser retired from the Company effective October 1, 2025. Ms. Rutishauser’s base salary for 2025 was $1,235,000, of which she received $954,750 prior to her retirement. Effective August 2017, Ms. Rutishauser was entitled to a longevity bonus providing for a single lump sum cash payment of $2,500,000 due at the earlier of December 8, 2023 or upon a change-in-control or a termination of employment by the Company without cause or by Ms. Rutishauser with good reason. Ms. Rutishauser received the longevity bonus in 2023. Ms. Rutishauser was also entitled to certain severance payments equal to her current base salary through the end of the month in which termination occurs and one month of base salary for each full year of continuous employment upon termination in the event of death or disability, termination without cause, or upon her voluntary resignation. Ms. Rutishauser received a severance payment of $2,828,563 upon her retirement. Effective October 1, 2025, we and Ms. Rutishauser entered into a consulting agreement whereby, for a period of up to two years, Ms. Rutishauser will provide mutually agreed upon strategic consulting services to the Company. During the term of the agreement, Ms. Rutishauser will be paid $593.75 per hour for each hour that consulting services are performed, with a guarantee of payment for a minimum of eight hours per week, and, if Ms. Rutishauser elects to continue her health insurance coverage (including family coverage) with Sinclair (under COBRA), we will pay for such COBRA coverage or, at the election of Ms. Rutishauser, will reimburse Ms. Rutishauser for any cost and expense actually incurred by Ms. Rutishauser for such COBRA coverage (including any additional taxes). COBRA coverage shall not extend beyond April 1, 2027 (the "Applicable COBRA Period"). During the portion of the term of the agreement, if any, that extends past the Applicable COBRA Period, we will reimburse Ms. Rutishauser for any cost incurred by her (including any additional taxes) to secure and maintain equivalent health insurance above and beyond the cost she would have incurred as an employee were she (and her husband) covered under our health insurance plan. The agreement also contains non-competition, non-solicitation, and confidentiality restrictions on Ms. Rutishauser.
Robert D. Weisbord. In July 1997, we entered into an employment agreement with Robert D. Weisbord which was amended and restated in January 2020, amended in June 2023, and most recently amended in September 2025. We have the right to terminate the employment of Mr. Weisbord at any time, with or without cause. Absent earlier termination in accordance with the terms of the agreement, the term of Mr. Weisbord's employment expires on December 31, 2027, subject to extension options at the Company’s election. Mr. Weisbord received a base salary for 2025 of $1,000,000. Under the agreement, retroactive to January 1, 2025 and through the end of his employment term, Mr. Weisbord's annual base salary is $1,000,000. Mr. Weisbord is also eligible for (i) an annual cash bonus during each year of the employment term of $1,000,000, which may be based on revenue, cash flow targets and/or other bonus criteria; (ii) an annual exceeds cash bonus during each year of the employment term of up to $600,000 and which may be based on bonus criteria relating to times sales; (iii) an additional annual executive performance bonus based on terms set forth by the Compensation Committee for similarly situated executives of up to $800,000 for the year ended December 31, 2025, with annual increases in the potential bonus amount of 3% for each subsequent year of the employment term; and (iv) subject to certain conditions, an annual grant of restricted stock vesting over two years in the number of shares equivalent to $1,550,000 for the year ended December 31, 2025, $1,260,000 for the year ending December 31, 2026, and $1,323,000 for the year ending December 31, 2027, with annual increases thereafter in the amount of 5% for each subsequent year of the employment term. In addition, provided Mr. Weisbord has been continually employed in good standing by the Company through January 1, 2027 or Mr. Weisbord is terminated without cause prior to January 1, 2027, he is eligible to receive a one-time special longevity bonus in the amount of $5,000,000 (the "Guaranteed Longevity Bonus") payable in twelve equal cash monthly payments beginning on January 1, 2027 and ending on December 1, 2027. In the event that Mr. Weisbord's employment is terminated pursuant to a change in control, then the Company's successor shall pay Mr. Weisbord the Guaranteed Longevity Bonus in full within 30 days after the termination date in the form of cash. If earned, the Guaranteed Longevity Bonus shall be due and payable regardless of whether Mr. Weisbord elects to continue to provide services to the Company or any successor entity thereafter. Mr. Weisbord is entitled to a lump sum separation payment equal to one month’s base salary in effect at the time of termination for each full year of his continuous employment with the Company (“Separation Payment”) if his employment is terminated upon his death or disability, by the Company without cause, by Mr. Weisbord for good reason, or due to a change in control, provided that, if Mr. Weisbord’s employment is terminated by the Company without cause, by Mr. Weisbord for good reason, or due to a change in control, the Company’s payment of the Separation Payment will be conditioned upon Mr. Weisbord’s execution of a release of claims in our favor. Mr. Weisbord is not eligible to receive the Separation Payment if, as of the termination date, Mr. Weisbord has received, or is eligible to receive, the Guaranteed Longevity Bonus. The agreement also contains non-competition and confidentiality restrictions on Mr. Weisbord.
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Clawback Policy. Our Incentive-Based Compensation Clawback Policy provides for the Company’s recoupment of certain incentive-based compensation paid erroneously to covered executives, including our named executive officers, in the event of an accounting restatement of the Company’s financial statements due to material noncompliance with financial reporting requirements.
Accounting and Tax Consideration. In designing our compensatory programs, we consider tax and accounting rules associated with various forms of compensation.
Section 162(m) of the Code generally places a limit of $1 million per year, subject to certain exceptions, on the amount of compensation paid to certain of our executive officers that the Company may deduct on its federal income tax return in any single taxable year. Executive officers subject to Section 162(m) of the Code (the “Covered Employees”) include any individual who served as the CEO or CFO at any time during the taxable year and the three other most highly compensated executive officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following termination of their employment.
To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the Company, the Compensation Committee does not limit its actions with respect to executive compensation to preserve deductibility under Section 162(m) of the Code if the Compensation Committee determines that doing so is in the best interests of the Company.
Executive Compensation Actions After December 31, 2025. For 2026, compensation was set by the Compensation Committee as follows:
| Name | Base Salary | % (Decrease) Increase in Base Salary | Maximum Bonus Potential (a) | |||||||||||
| David D. Smith | $ | 700,000 | (30.0) | % | $ | 2,450,000 | (b) | |||||||
| Christopher S. Ripley | 950,000 | (5.0) | % | 5,600,000 | (c) | |||||||||
| Narinder K. Sahai | 750,000 | 7.1 | % | 1,500,000 | (d) | |||||||||
| Robert D. Weisbord | 1,000,000 | — | % | 3,248,000 | (e) | |||||||||
| Jason R. Smith | 850,000 | — | % | 1,500,000 | (f) | |||||||||
(a)Excludes bonuses that may be awarded at the discretion of the Compensation Committee, the amounts of which were not previously defined or agreed upon.
(b)Mr. David Smith’s maximum bonus potential consists of the Quarterly Bonuses (including a Recapture Bonus), dependent on the generation of certain Adjusted EBITDA targets, and an AIP Bonus, each as defined above under Primary Elements of Compensation - Cash Bonus, and calculated in the same manner as 2025, as well as an annual discretionary bonus.
(c)Mr. Ripley’s maximum bonus potential consists of the Quarterly Bonuses (including a Recapture Bonus) and the Annual Exceeds Bonus, dependent on the generation of certain Adjusted EBITDA targets, and an AIP Bonus, each as defined above under Primary Elements of Compensation - Cash Bonus, and calculated in the same manner as 2025, as well as an annual discretionary bonus.
(d)Mr. Sahai’s maximum annual bonus potential consists of an AIP Bonus, as defined above under Primary Elements of Compensation - Cash Bonus, and calculated in the same manner as 2025.
(e)Mr. Weisbord’s maximum annual bonus potential consists of the Quarterly Bonuses (including a Recapture Bonus) and the Annual Exceeds Bonus, dependent on the generation of certain Adjusted EBITDA targets, and an AIP Bonus, each as defined above under Primary Elements of Compensation - Cash Bonus, and calculated in the same manner as 2025.
(f)Mr. Jason Smith’s maximum annual bonus potential consists of an Annual Bonus, dependent on the generation of incremental Adjusted Ventures EBITDA, and an AIP Bonus, each as defined above under Primary Elements of Compensation - Cash Bonus, and calculated in the same manner as 2025.
In February 2026, the Compensation Committee also granted restricted stock to named executive officers in accordance with the discussion under Long-Term Incentive Compensation above. Messrs. David Smith, Ripley, Weisbord, and Jason Smith were granted 230,880, 360,750, 111,833, and 144,300 shares of restricted stock, respectively.
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Compensation Committee Report
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in or incorporated by reference into the Company’s Annual Report on Form 10-K and the Company’s Proxy Statement on Schedule 14A.
Compensation Committee
Benson E. Legg, Chairman
Howard E. Friedman
Daniel C. Keith
35
Summary Compensation Table
The following table sets forth certain information regarding compensation for services rendered in all capacities during the years ended December 31, 2025, 2024, and 2023 by the named executive officers.
| Name and Principal Position | Year | Salary | Stock Awards (a) | Bonus (b) | Option/SAR Awards (c) | Non-equity Incentive Plan Compensation (d) | Change in Value of Nonqualified Deferred Compensation Earnings (e) | All Other Compensation (f) | Total | |||||||||||||||||||||||||||||
| David D. Smith, | 2025 | $ | 1,000,000 | $ | 4,187,452 | $ | 475,000 | $ | — | $ | 1,421,657 | $ | — | $ | 14,000 | $ | 7,098,109 | |||||||||||||||||||||
| Executive Chairman | 2024 | 1,072,499 | (i) | 1,647,444 | 1,200,000 | 2,605,902 | 1,018,750 | — | 13,800 | 7,558,395 | ||||||||||||||||||||||||||||
| 2023 | 1,314,164 | 2,054,924 | — | 1,837,125 | 1,971,246 | — | 13,297 | 7,190,756 | ||||||||||||||||||||||||||||||
| Christopher S. Ripley, | 2025 | 1,000,000 | 6,761,543 | 950,000 | — | 2,079,652 | 19,033 | 14,000 | 10,824,228 | |||||||||||||||||||||||||||||
| President and | 2024 | 1,072,499 | (i) | 1,882,795 | 1,200,000 | 5,337,066 | 1,018,750 | 22,483 | 13,800 | 10,547,393 | ||||||||||||||||||||||||||||
| Chief Executive Officer | 2023 | 1,314,164 | 2,054,924 | — | 1,837,125 | 1,971,246 | 20,564 | 13,297 | 7,211,320 | |||||||||||||||||||||||||||||
| Narinder K. Sahai | 2025 | 323,077 | (j) | 1,681,430 | 105,000 | (k) | — | 374,366 | — | — | 2,483,873 | |||||||||||||||||||||||||||
| Executive Vice President / | ||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer (g) | ||||||||||||||||||||||||||||||||||||||
| Lucy A. Rutishauser, | 2025 | 954,750 | (j) | 2,093,726 | 487,500 | — | — | 190,226 | 2,847,313 | 6,573,515 | ||||||||||||||||||||||||||||
| Former Executive Vice President / | 2024 | 1,250,000 | (i) | 470,702 | 650,000 | 1,736,538 | — | 111,273 | 13,800 | 4,232,313 | ||||||||||||||||||||||||||||
| Chief Financial Officer (h) | 2023 | 1,300,000 | 623,132 | 2,500,000 | (l) | 918,423 | 400,000 | 156,275 | 47,382 | 5,945,212 | ||||||||||||||||||||||||||||
| Robert D. Weisbord | 2025 | 1,097,099 | (j) | 2,146,071 | — | — | 1,262,326 | 482,280 | 14,000 | 5,001,776 | ||||||||||||||||||||||||||||
| Chief Operating Officer and | 2024 | 1,504,913 | 941,391 | — | 598,480 | 1,519,913 | 307,730 | 21,800 | 4,894,227 | |||||||||||||||||||||||||||||
| President / Local Media | 2023 | 1,433,250 | 958,666 | — | 417,465 | 1,833,250 | 335,843 | 78,416 | 5,056,890 | |||||||||||||||||||||||||||||
| Jason R. Smith | 2025 | 850,000 | 2,317,494 | — | — | 943,496 | 10,521 | 14,000 | 4,135,511 | |||||||||||||||||||||||||||||
| Executive Vice Chairman | 2024 | 850,000 | 470,702 | — | 1,991,442 | 400,000 | 7,861 | 13,800 | 3,733,805 | |||||||||||||||||||||||||||||
(a)Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock granted in 2025, 2024, and 2023 and restricted stock units granted in 2025. For further information regarding assumptions made in the valuation of equity awards, see Note 2. Stock-Based Compensation Plans to our consolidated financial statements and related footnotes in our 2025 Annual Report on Form 10-K, as well as the Grants of Plan-Based Awards table below. Dividends are paid on all restricted stock, but not restricted stock units, after the issuance of such restricted stock at the same rate and time as paid to other stockholders as declared by the Board from time to time.
(b)Represents discretionary bonuses earned and approved by the Compensation Committee.
(c)Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of SARs granted in 2024 and 2023. For further information regarding assumptions made in the valuation of SAR awards, see Note 2. Stock-Based Compensation Plans to our consolidated financial statements and related footnotes in our 2025 Annual Report on Form 10-K.
(d)Messrs. David Smith, Ripley, Sahai, Weisbord, and Jason Smith’s cash bonuses are dependent on their performance pursuant to the cash bonus calculation as well as market evaluations. See Compensation Discussion and Analysis above for further information.
(e)Represents all earnings (not only above-market earnings) related to the employee’s participation in the Deferred Compensation Plan. Losses related to the employee’s participation in the Deferred Compensation Plan are excluded from the table above. For further detail on the plan, see the Nonqualified Deferred Compensation table below and Compensation Discussion and Analysis - Deferred Compensation Plan above.
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(f)All Other Compensation consists of Company contributions to both the Deferred Compensation Plan and the 401(k) Plan, see Compensation Discussion and Analysis,- Retirement Plan and - Deferred Compensation Plan above, severance payments, and other perquisites paid by the Company.
All Other Compensation for the year ended December 31, 2025 is as follows:
| Name | Company Contributions to the 401(k) Plan | Company Contributions to the Deferred Compensation Plan | Perquisites and Other Personal Benefits | Severance Payments | Total | |||||||||||||||
| Mr. David Smith | $ | 14,000 | $ | — | $ | — | $ | — | $ | 14,000 | ||||||||||
| Mr. Ripley | 14,000 | — | — | — | 14,000 | |||||||||||||||
| Mr. Sahai | — | — | — | — | — | |||||||||||||||
| Ms. Rutishauser | 14,000 | — | 4,750 | 2,828,563 | (h) | 2,847,313 | ||||||||||||||
| Mr. Weisbord | 14,000 | — | — | — | 14,000 | |||||||||||||||
| Mr. Jason Smith | 14,000 | — | — | — | 14,000 | |||||||||||||||
(g)Mr. Sahai was appointed Executive Vice President and Chief Financial Officer effective July 7, 2025.
(h)Ms. Rutishauser stepped down as Chief Financial Officer effective July 7, 2025 and continued as Executive Vice President until her retirement effective October 1, 2025. As part of her retirement, Ms. Rutishauser was awarded a $2,828,563 severance payment, per her employment agreement, including a $2,675,833 separation payment, calculated as one month’s base salary in effect at the time of her retirement for each full year of her continuous employment with the Company, and a $152,730 payment in respect of unutilized vacation time that was accrued through her retirement date.
(i)Messrs. David Smith and Ripley’s base salary was $1,314,164 from January 2024 through March 2024 and $1,000,000 from April 2024 through December 2024. Ms. Rutishauser’s base salary was $1,300,000 from January 2024 through March 2024 and $1,235,000 from April 2024 through December 2024.
(j)Mr. Sahai’s base salary was $700,000 from his appointment on July 7, 2025. Ms. Rutishauser’s base salary was $1,235,000 through her retirement on October 1, 2025. Mr. Weisbord’s base salary was $1,504,913 from January 2025 through February 2025 and $1,000,000 from March 2025 through December 2025.
(k)Represents payment of the one-time signing bonus due in accordance with Mr. Sahai’s employment agreement. See Compensation Discussion and Analysis - Employment Agreements, above for more information.
(l)Represents payment of the longevity bonus due in accordance with Ms. Rutishauser’s employment agreement. See Compensation Discussion and Analysis - Employment Agreements, above for more information.
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Grants of Plan-Based Awards for 2025
The following table sets forth certain information about grants of plan-based awards to the named executive officers during the year ended December 31, 2025.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (a) | All Other Option Awards: Number of Securities Underlying Options | All Other Stock Awards: Number of Shares of Stock | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (b) | ||||||||||||||||||||||||||||
| Name | Grant Date | Threshold | Target | Maximum | ||||||||||||||||||||||||||||
| David D. Smith | 2/28/2025 | $ | 250,000 | $ | 1,000,000 | $ | 3,500,000 | — | 288,392 | — | 4,187,452 | (c) | ||||||||||||||||||||
| Christopher S. Ripley | 2/28/2025 | 250,000 | 1,000,000 | 4,700,000 | — | 465,671 | — | 6,761,543 | (c) | |||||||||||||||||||||||
| Narinder K. Sahai | 7/7/2025 | — | — | 682,740 | — | 118,244 | — | 1,681,430 | (d) | |||||||||||||||||||||||
| Lucy A. Rutishauser | 2/28/2025 | — | — | — | — | 144,196 | — | 2,093,726 | (c) | |||||||||||||||||||||||
| Robert D. Weisbord | 2/28/2025 | 250,000 | 1,000,000 | 3,200,000 | — | 147,801 | — | 2,146,071 | (c) | |||||||||||||||||||||||
| Jason R. Smith | 2/28/2025 | — | 450,000 | 1,350,000 | — | 159,607 | — | 2,317,494 | (c) | |||||||||||||||||||||||
(a)For Messrs. David Smith, Ripley, and Weisbord, threshold reflects the minimum payment they are eligible to receive if the quarterly actual Adjusted EBITDA exceeds the targeted Adjusted EBITDA. The quarterly bonus is earned pro rata from zero starting at 92% to 100% of quarterly targeted Adjusted EBITDA. Target reflects the Recapture Bonus, which is the amount that Messrs. David Smith, Ripley, and Weisbord are eligible to receive if the annual actual Adjusted EBITDA exceeds the targeted Adjusted EBITDA, even if, on a quarterly basis, the quarterly Adjusted EBITDA was not met. For Messrs. David Smith, Ripley, and Weisbord, maximum reflects the target plus Messrs. David Smith, Ripley, and Weisbord’s Annual Exceeds Bonus, which is earned pro rata from zero starting at 100% to 108% of annual targeted Adjusted EBITDA and the maximum AIP bonus. For Mr. Sahai, maximum reflects the maximum AIP bonus. For Mr. Jason Smith, target reflects the maximum payment he is eligible to receive based on incremental Ventures EBITDA and maximum reflects the target plus the maximum AIP bonus. For further information regarding Messrs. David Smith, Ripley, Sahai, Weisbord, and Jason Smith’s and Ms. Rutishauser’s cash bonuses, see Compensation Discussion and Analysis - Primary Elements of Compensation – Cash Bonus, above. For information related to actual non-equity incentive plan awards see Summary Compensation Table above.
(b)This column shows the full grant date fair value of restricted stock and restricted stock units. The grant date fair values of the restricted stock and restricted stock units were computed in accordance with FASB ASC Topic 718 and do not include estimates for forfeitures. There can be no assurance that the FASB ASC Topic 718 amounts shown in this table will ever be realized by the named executive officer. For further information regarding assumptions made in the valuation of equity awards, see Note 2. Stock-Based Compensation Plans to our consolidated financial statements and related footnotes in our 2025 Annual Report on Form 10-K. Dividends are paid on all restricted stock, but not restricted stock units, after the issuance of such restricted stock at the same rate and time as paid to other stockholders as declared by the Board from time to time. For further information regarding restricted stock and restricted stock units, see Compensation Discussion and Analysis - Primary Elements of Compensation – Long-Term Incentive Compensation, above.
(c)Our Class A Common Stock’s closing price per share on February 28, 2025 was $14.52. Restrictions on restricted stock granted in 2025 lapse over two years at 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date and vesting is not dependent on future performance levels; rather it is dependent solely on future service with the Company.
(d)Our Class A Common Stock’s closing price per share on July 7, 2025 was $14.22. Restrictions on restricted stock units granted in 2025 lapse over three years at 100% on the third anniversary of the grant date and vesting is not dependent on future performance levels; rather it is dependent solely on future service with the Company.
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Outstanding Equity Awards at Fiscal Year End for 2025
The following table sets forth certain information about all equity compensation awards held by the named executive officers as of December 31, 2025.
| Option/SAR Awards | Stock Awards | ||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options/SARs Exercisable | Number of Securities Underlying Unexercised Options/SARs Unexercisable | Option/SAR Exercise Price | Option/SAR Expiration Date | Number of Shares or Units of Stock that have not Vested (a) | Market Value of Shares or Units of Stock that have not Vested (b) | |||||||||||||||||||||||
| David D. Smith | 654,275 | (c) | — | $ | 13.31 | 03/08/2034 | — | $ | — | ||||||||||||||||||||
| 413,337 | (c) | — | 15.97 | 03/02/2033 | — | — | |||||||||||||||||||||||
| 330,396 | (c) | — | 27.48 | 01/31/2032 | — | — | |||||||||||||||||||||||
| Christopher S. Ripley | 1,340,000 | (c) | — | 13.31 | 03/08/2034 | 540,803 | (d) | 8,274,286 | |||||||||||||||||||||
| 413,337 | (c) | — | 15.97 | 03/02/2033 | — | — | |||||||||||||||||||||||
| 330,396 | (c) | — | 27.48 | 01/31/2032 | — | — | |||||||||||||||||||||||
| 548,446 | (c) | — | 33.05 | 02/19/2031 | — | — | |||||||||||||||||||||||
| 638,298 | (c) | — | 28.20 | 02/24/2030 | — | — | |||||||||||||||||||||||
| 250,000 | (c) | — | 32.81 | 02/26/2029 | — | — | |||||||||||||||||||||||
| 225,000 | (c) | — | 33.80 | 02/28/2028 | — | — | |||||||||||||||||||||||
| 125,000 | (c) | — | 33.85 | 12/31/2026 | — | — | |||||||||||||||||||||||
| Narinder K. Sahai | — | — | — | — | 118,244 | (e) | 1,809,133 | ||||||||||||||||||||||
| Lucy A. Rutishauser | 206,637 | — | 15.97 | 03/02/2033 | — | — | |||||||||||||||||||||||
| 99,119 | — | 27.48 | 01/31/2032 | — | — | ||||||||||||||||||||||||
| 82,267 | — | 33.05 | 02/19/2031 | — | — | ||||||||||||||||||||||||
| 95,745 | — | 28.20 | 02/24/2030 | — | — | ||||||||||||||||||||||||
| Robert D. Weisbord | 75,131 | 75,132 | (f) | 13.31 | 03/08/2034 | — | — | ||||||||||||||||||||||
| 93,926 | — | 15.97 | 03/02/2033 | — | — | ||||||||||||||||||||||||
| 150,000 | — | 33.75 | 01/16/2030 | — | — | ||||||||||||||||||||||||
| Jason R. Smith | 250,000 | 250,000 | (g) | 13.31 | 03/08/2034 | 178,390 | (h) | 2,729,367 | |||||||||||||||||||||
(a)For the purposes of this disclosure, any restricted stock that is held by any named executive officer meeting the eligibility criteria for retirement, defined as after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company, are considered to be vested and are excluded from the above table.
(b)Based on the closing market price of $15.30 per share on December 31, 2025.
(c)SARs and options are fully vested on the grant date.
(d)232,835 and 75,132 shares vested in February 2026 and March 2026, respectively, and 232,836 shares will vest in February 2027.
(e)118,244 restricted stock units will vest in July 2028.
(f)75,132 SARs vested in March 2026.
(g)250,000 SARs vested in March 2026.
(h)79,803 and 18,783 shares vested in February 2026 and March 2026, respectively, and 79,804 shares will vest in February 2027.
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Option/SAR Exercises and Stock and Stock Units Vested
The following table sets forth information regarding the exercise of options and SARs and vesting of shares of restricted stock and restricted stock units held by the named executive officers during the year ended December 31, 2025.
| Option/SARs Awards | Stock Awards | ||||||||||||||||
| Name | Number of Securities Underlying Options/SARs Exercised | Value Realized on Exercise (a) | Number of Shares Acquired on Vesting (b) | Value Realized on Vesting (c) | |||||||||||||
| David D. Smith | — | $ | — | 288,392 | $ | 4,099,492 | |||||||||||
| Christopher S. Ripley | — | — | 142,242 | 1,989,885 | |||||||||||||
| Narinder K. Sahai | — | — | — | — | |||||||||||||
| Lucy A. Rutishauser | 436,000 | 1,552,160 | 144,196 | 2,049,746 | |||||||||||||
| Robert D. Weisbord | — | — | 147,801 | 2,100,991 | |||||||||||||
| Jason R. Smith | — | — | 18,783 | 262,586 | |||||||||||||
(a)The value realized on exercise is calculated by multiplying the number of shares exercised by the appreciation per share, or the closing market price of our Class A Common Stock on the exercise date less the option or SARs exercise price.
(b)The number of shares acquired on vesting also includes shares granted to those named executive officers meeting the eligibility criteria for retirement, defined as after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company, but are otherwise still subject to transfer restrictions.
(c)Represents the total value realized upon the vesting of restricted shares using the average of the high and low prices of our Class A Common Stock on the vesting dates.
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Nonqualified Deferred Compensation
The following table sets forth certain information about nonqualified deferred compensation of the named executive officers during the year ended, and as of, December 31, 2025.
| Name | Executive Contributions in Last Fiscal Year (a) | Registrant Contributions in Last Fiscal Year (b) | Aggregate Earnings in Last Fiscal Year (c) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year End | ||||||||||||
| David D. Smith | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
| Christopher S. Ripley | — | — | 19,033 | — | 491,202 | ||||||||||||
| Narinder K. Sahai | — | — | — | — | — | ||||||||||||
| Lucy A. Rutishauser | — | — | 190,226 | — | 1,604,062 | ||||||||||||
| Robert D. Weisbord | — | — | 482,280 | — | 3,521,005 | ||||||||||||
| Jason R. Smith | — | — | 10,521 | — | 86,641 | ||||||||||||
(a)Represents deferrals made by the participant during 2025.
(b)Represents contributions made by the Company to the participant’s account pursuant to the Deferred Compensation Plan. Amount is also disclosed within footnote (f) of the Summary Compensation Table above.
(c)Represents all earnings and losses related to the participant’s participation in the Deferred Compensation Plan. Losses are excluded from the change in value of nonqualified deferred compensation earnings column in the Summary Compensation Table above.
See Compensation Discussion and Analysis - Deferred Compensation Plan, above for further description of the plan.
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Potential Post-Employment Payments and Benefits
The following table sets forth the potential payments if termination of employment or a change in control for each named executive officer (other than Ms. Rutishauser who retired effective October 1, 2025) had occurred on December 31, 2025. In addition, the named executive officers may be eligible for payment of their accounts under the Deferred Compensation Plan in the event of a change in control.
| Benefits and Payments upon Termination | Termination without cause or by employee for good reason | Termination with cause | Termination by employee without good reason | Change in Control | Death or Disability | Retirement | ||||||||||||||||||||||||||||||||
| David D. Smith | ||||||||||||||||||||||||||||||||||||||
| SARs | $ | — | $ | — | $ | — | $ | 1,302,007 | (a) | $ | — | $ | — | |||||||||||||||||||||||||
| Restricted Stock (b) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | — | $ | 1,302,007 | $ | — | $ | — | ||||||||||||||||||||||||||
| Christopher S. Ripley | ||||||||||||||||||||||||||||||||||||||
| Severance Payment (c) | $ | 3,500,000 | $ | — | $ | — | $ | 3,500,000 | $ | — | $ | — | ||||||||||||||||||||||||||
| SARs | — | — | — | 2,666,600 | (a) | — | — | |||||||||||||||||||||||||||||||
| Restricted Stock (d) | 8,274,286 | — | — | 8,274,286 | 8,274,286 | — | ||||||||||||||||||||||||||||||||
| Total | $ | 11,774,286 | $ | — | $ | — | $ | 14,440,886 | $ | 8,274,286 | $ | — | ||||||||||||||||||||||||||
| Narinder K. Sahai | ||||||||||||||||||||||||||||||||||||||
| Restricted Stock Units (e) | $ | — | $ | — | $ | — | $ | 1,809,133 | $ | — | $ | — | ||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | — | $ | 1,809,133 | $ | — | $ | — | ||||||||||||||||||||||||||
| Robert D. Weisbord | ||||||||||||||||||||||||||||||||||||||
| Severance Payment (c) | $ | 2,333,333 | $ | — | $ | — | $ | 5,000,000 | $ | 2,333,333 | $ | — | ||||||||||||||||||||||||||
| SARs | 149,513 | (f) | — | — | 299,023 | (a) | — | 149,513 | (f) | |||||||||||||||||||||||||||||
| Restricted Stock (b) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Total | $ | 2,482,846 | $ | — | $ | — | $ | 5,299,023 | $ | 2,333,333 | $ | 149,513 | ||||||||||||||||||||||||||
| Jason R. Smith | ||||||||||||||||||||||||||||||||||||||
| SARs | $ | 497,500 | (f) | $ | — | $ | — | $ | 995,000 | (a) | $ | — | $ | — | ||||||||||||||||||||||||
| Restricted Stock (d) | 2,729,367 | — | — | 2,729,367 | 2,729,367 | — | ||||||||||||||||||||||||||||||||
| Total | $ | 3,226,867 | $ | — | $ | — | $ | 3,724,367 | $ | 2,729,367 | $ | — | ||||||||||||||||||||||||||
(a)Upon a change in control (for awards granted under the SIP) or a dissolution or merger (for awards granted under the Predecessor LTIP), all unvested SARs shall vest and, under the Predecessor LTIP, the named executive officer has the right to exercise the unexercised portion of his or her SARs immediately prior to such event. Amounts shown reflect the in-the-money values, if any, of the unexercised SARs based on the difference between the exercise price and the closing market price of $15.30 per share of Class A Common Stock on December 31, 2025.
(b)Restricted stock immediately vest and transfer restrictions will lapse upon termination in the event of death or disability, termination by the Company without cause, termination by the named executive officer for good reason, a change in control, or retirement either after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company. The value of restricted stock is not reflected for named executive officers that have already met the eligibility criteria for retirement, defined as after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company, as the value is already reflected as earned compensation in other tables reflected in this proxy statement.
(c)Represents the severance payment due based on the terms of their employment agreements. See Compensation Discussion and Analysis - Employment Agreements, above for more information.
(d)Based on the closing market price of our Class A Common Stock of $15.30 per share on December 31, 2025. Restricted stock immediately vest upon termination in the event of death or disability, termination by the Company without cause, termination by the named executive officer for good reason, a change in control, or retirement either after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company.
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(e)Based on the closing market price of our Class A Common Stock of $15.30 per share on December 31, 2025. Restricted stock units immediately vest in the event of a change in control.
(f)Unvested SARs immediately vest upon termination by the Company without cause, termination by the executive officer for good reason, or retirement either after age 65 or after age 55, if at such time the named executive officer has had at least ten years of service with the Company. Amounts shown reflect the in-the-money values, if any, of the SARs that would vest based on the difference between the exercise price and the closing market price of $15.30 per share of Class A Common Stock on December 31, 2025.
Payments Upon Retirement of Ms. Rutishauser. Ms. Rutishauser stepped down as Chief Financial Officer of the Company effective July 7, 2025 and continued as Executive Vice President until her retirement effective October 1, 2025. As part of her retirement, Ms. Rutishauser was awarded a $2,828,563 severance payment, per her employment agreement, including a $2,675,833 separation payment, calculated as one month’s base salary in effect at the time of her retirement for each full year of her continuous employment with the Company, and a $152,730 payment in respect of unutilized vacation time that was accrued through her retirement date.
Additionally, the Company and Ms. Rutishauser agreed to amend the terms of the outstanding SARs held by Ms. Rutishauser granted under the SIP to extend the post-termination exercise period of the SARs on certain qualifying terminations to the ten-year expiration date of the SARs.
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Equity Compensation Plan Information
The equity compensation plan information as of December 31, 2025 was as follows:
Plan Category | Number of securities to be issued upon exercise of outstanding options, SARs, warrants, and rights (a) | Weighted-average exercise price of outstanding options, SARs, warrants, and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities to be issued upon exercise of outstanding options, SARs, warrants and rights) (c) | ||||||||
Equity compensation plans approved by security holders | 531,865 | $ | 21.01 | 6,083,468 | |||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||||
Total | 531,865 | $ | 21.01 | 6,083,468 | |||||||
(a)Includes 125,000 shares related to stock options outstanding. 406,865 shares would have been issued if 7,872,840 SARs, with exercise prices ranging from $13.31 to $33.80 per share, were exercised on December 31, 2025. The number of shares issued is determined by dividing the amount from the difference between the aggregate market value of the shares underlying the SARs and the aggregate exercise price of the SARs by the market share price on the date of exercise.
(b)The weighted average exercise price is based on 125,000 outstanding stock options with an exercise price of $33.85 per share and 7,872,840 outstanding SARs with exercise prices ranging from $13.31 to $33.80 per share.
(c)This amount reflects the total shares available for future issuance under the SIP and the ESPP.
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CEO Pay Ratio For 2025
Item 402(u) of Regulation S-K requires us to disclose the ratio of the annual total compensation of our CEO, Christopher S. Ripley, to the median of the annual total compensation of all other employees.
The annual total compensation of our CEO, as disclosed in the Summary Compensation Table above, was $10,824,228 for the year ended December 31, 2025. The annual total compensation of our median employee was $55,678 for the year ended December 31, 2025. Annual total compensation, for both our CEO and median employee, was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K.
Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all other employees was 194:1 for the year ended December 31, 2025.
We identified our median employee by gathering the 2025 gross pay, including salary and bonus, for all employees, excluding our CEO, employed by the Company on December 31, 2025. We included all full-time, part-time, and seasonal employees. We made pro rata adjustments for full-time employees which were hired during the year. We believe gross pay is a reasonable, consistently applied compensation measure by which to determine our median employee.
Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
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PAY VERSUS PERFORMANCE
The following table sets forth additional compensation information for our principal executive officer (“PEO”) and non-PEO named executive officers, including the compensation actually paid (“CAP”) to our PEO and Average CAP to our non-PEO named executive officers, as determined in accordance with SEC rules; total shareholder return (“TSR”); net income (loss); and Adjusted EBITDA for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:
| Year | Summary Compensation Table Total for PEO (a) | Compensation Actually Paid to PEO (a) (b) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (a) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (a) (b) | Value of Initial Fixed $100 Investment Based On: | Net (Loss) Income ($ in millions) | Adjusted EBITDA ($ in millions) (d) | ||||||||||||||||||||||
| TSR (c) | Peer Group TSR (c) | ||||||||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| 2023 | ( | (e) | |||||||||||||||||||||||||||
| 2022 | (e) | ||||||||||||||||||||||||||||
| 2021 | ( | (e) | |||||||||||||||||||||||||||
(b)The following table sets forth the amounts that are deducted from, and added to, the Summary Compensation Table total compensation to calculate the CAP, as determined in accordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO named executive officers for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||
| PEO: | |||||||||||||||||
| Summary Compensation Table total | $ | $ | $ | $ | $ | ||||||||||||
| Stock and SAR awards: (1) | |||||||||||||||||
| Less: Stock and SAR awards (as reported on the Summary Compensation Table) | ( | ( | ( | ( | ( | ||||||||||||
| Plus: | |||||||||||||||||
| The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year | |||||||||||||||||
| The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year | ( | ( | ( | ||||||||||||||
| The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year | ( | ||||||||||||||||
| The fair value at the vesting date of all awards granted during the year that vested during the year | |||||||||||||||||
| Compensation actually paid | $ | $ | $ | $ | $ | ||||||||||||
| Average for non-PEO named executive officers: | |||||||||||||||||
| Summary Compensation Table total | $ | $ | $ | $ | $ | ||||||||||||
| Stock and SAR awards: (1) | |||||||||||||||||
| Less: Stock and SAR awards (as reported on the Summary Compensation Table) | ( | ( | ( | ( | ( | ||||||||||||
| Plus: | |||||||||||||||||
| The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year | |||||||||||||||||
| The change in the fair value at the end of the year compared to the prior year for all awards granted in a prior year that were outstanding and unvested at the end of the year | ( | ( | ( | ||||||||||||||
| The change in the fair value at the vesting date compared to the prior year for all awards granted in a prior year that vested in the current year | ( | ||||||||||||||||
| The fair value at the vesting date of all awards granted during the year that vested during the year | |||||||||||||||||
| Compensation actually paid | $ | $ | $ | $ | $ | ||||||||||||
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(1) Includes restricted stock, restricted stock units, and SARs. SARs are valued using the Black-Scholes pricing model as of the date of grant. Adjustments have been made to the assumptions used on the date of grant, including expected years to exercise, expected volatility, annual dividend yield, and risk-free interest rate, to value the SARs on each of the measurement dates.
(c)TSR assumes that an investment of $100 was made in our Class A Common Stock and in each peer group at the beginning of each period for which a return is indicated and that all dividends were reinvested and is measured by dividing total dividends (assuming dividend reinvestment) plus share price change between the beginning and end of the measurement period by the share price at the beginning of the measurement period. The Peer Group is defined as the peer group as set by the Compensation Committee. For a list of companies included in the 2025 Peer Group (the “2025 Peer Group”), see Compensation Discussion and Analysis - Compensation Process above; for a list of companies included in the 2024 and 2023 Peer Group (the “2024 Peer Group”), see Compensation Discussion and Analysis - Compensation Process in the Company’s 2024 proxy statement on Schedule 14A filed with the SEC on April 25, 2025; and for a list of companies included in the 2022 and 2021 Peer Group (the “2022 Peer Group”), see Compensation Discussion and Analysis - Compensation Process, in the Company’s 2022 proxy statement on Schedule 14A filed with the SEC on April 5, 2023. The TSR as of December 31, 2025 of the 2025 Peer Group and the 2024 Peer Group was $111.32 and $154.36, respectively.
(e)Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021 has been reclassified to conform with a definitional change due to a routine SEC comment process.
Relationship between executive compensation and financial performance. The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO named executive officers to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net (loss) income, and our Adjusted EBITDA for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021:
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Performance Measures. As discussed in Compensation Discussion and Analysis above, the primary objectives of our compensation program are to attract and retain the best available people while efficiently utilizing available resources, to enhance the executive officers’ overall performance, to align the long-term interests of our executive officers with those of our stockholders, to improve our overall business performance, and to reward individual performance. This is accomplished through a combination of base salary, long-term incentive compensation, and cash bonus designed to be competitive with comparable employers in the broadcast and media industry. The Compensation Committee considers both the Company’s overall performance and the individual’s performance when setting compensation levels. However, there are no set guidelines or policies outlining the weight of each, as the Compensation Committee assesses each factor at its discretion. The following table presents the financial performance measures that the Company determined were the most important financial performance measures used to link CAP to the Company’s PEO and non-PEO named executive officers to Company performance for the year ended December 31, 2025:
| Performance Measures | ||
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act, requires our officers (as defined in the SEC regulations), directors, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than ten percent (10%) stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished to us, or written representations that no forms were necessary, we believe that during the past fiscal year our officers, directors, and greater than ten percent beneficial owners complied with all applicable filing requirements, with the below exceptions. Due to administrative oversight, Laurie R. Beyer, Benjamin S. Carson, Sr., Howard E. Friedman, Daniel C. Keith, Benson E. Legg, and Robert E. Smith did not timely file Form 4s reporting the acquisition of Class A Common Stock which were originally due June 10, 2025 and were filed with the SEC on June 20, 2025.
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RELATED PERSON TRANSACTIONS
Our related person transaction policy covers any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships in which the Company was or is to be a participant, wherein the amount involved exceeds or has the potential to exceed $120,000 and a related person had or will have a direct or indirect material interest. The Board has determined that certain transactions falling within the characteristics above do not create a material direct or indirect interest on behalf of the related person, and are, therefore, not deemed to be related person transactions.
Prior to entering into a related party transaction, the director or executive officer who is a related person or has an immediate family member who is a related person must provide notice to the Chief Compliance Officer and general counsel of the facts and circumstances of the proposed related person transaction, including the related person’s relationship to the Company and the person’s interest in the transaction; the material terms of the proposed transaction, including the aggregate value or, in the case of indebtedness, the aggregate principal and interest rate; the benefits to the Company of the proposed transaction; if applicable, the availability of other sources of comparable products or services; and an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party. The Chief Compliance Officer, upon consultation with general counsel, will determine whether the proposed transaction is a related person transaction for purposes of our related person transaction policy and may meet with the relevant business unit or function leader to confirm and supplement the information in the notice. Any proposed transaction determined to be a related person transaction will be submitted to the Audit Committee of the Board, with copies to the Chief Financial Officer and Chief Accounting Officer, for consideration.
The Audit Committee will consider all the relevant facts and circumstances, including the benefits to the Company, the potential effect on a director’s independence of entering into the transaction, the availability of other sources for the products or services, the terms of the transaction, and the terms available to unrelated third parties generally and may approve or ratify the related person transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of the Company and has terms that are no less favorable to the Company than those available with an unrelated third-party. The Audit Committee may, in its sole discretion, impose such conditions as it deems appropriate on the Company or the related person in connection with approval of the related person transaction.
Any related person transaction previously approved by the Audit Committee or otherwise already existing that is ongoing in nature shall be reviewed by the Audit Committee annually to ensure that such related person transaction has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and that all required disclosures regarding the related person transaction are made.
Prior to the adoption of our related person transaction policy, consistent with the Nasdaq listing requirements and the Audit Committee charter, the Audit Committee reviewed or approved all related person transactions requiring disclosure under SEC regulations to the extent such transactions were entered into or amended since February 2004. Certain transactions mentioned in the reference below were not approved pursuant to the current related person transaction policy because they were entered into before the policy’s existence.
Dr. Frederick G. Smith is the brother of David D. Smith, J. Duncan Smith, and Robert E. Smith. Dr. Frederick G. Smith received total compensation of $1 million, consisting of salary and bonus, for the year ended December 31, 2025. J. Duncan Smith is the brother of David D. Smith, Dr. Frederick G. Smith, and Robert E. Smith. J. Duncan Smith received total compensation of $1 million, consisting of salary and bonus, for the year ended December 31, 2025. As executive officers of the Company, the compensation of Dr. Frederick G. Smith and Mr. J. Duncan Smith is approved by the Compensation Committee.
Ethan White, an employee of the Company, is the son-in-law of J. Duncan Smith. Ethan White received total compensation of $0.2 million, consisting of salary, and was granted 3,244 shares of restricted stock, vesting over two years, for the year ended December 31, 2025. Ryan McCoy, an employee of the Company, is the son-in-law of J. Duncan Smith. Ryan McCoy received total compensation of $0.1 million, consisting of salary, for the year ended December 31, 2025. Amberly Thompson, an employee of the Company, is the daughter of Donald H. Thompson. Amberly Thompson received total compensation of $0.2 million, consisting of salary, and was granted 285 shares of restricted stock, vesting over two years, for the year ended December 31, 2025. Messrs. White and McCoy’s and Ms. Thompson’s total compensation is consistent with other Company employees in similar positions. Compensation for the year ended December 31, 2025 for Jason Smith, the son of Dr. Frederick G. Smith, is described in Compensation Discussion and Analysis above.
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For further information regarding related person transactions, including a description of all related party transactions that took place during our last fiscal year, see Note 13. Related Person Transactions to our consolidated financial statements in our 2025 Annual Report on Form 10-K.
Code of Business Conduct and Ethics. We have adopted a code of business conduct and ethics that applies to all of our directors, officers, and employees (including our chief executive officer, chief financial officer, chief accounting officer, corporate controller, and any person performing similar functions). We have made the Code of Business Conduct and Ethics available on our website at www.sbgi.net. We will disclose promptly any waiver from or amendment to the Code of Business Conduct and Ethics for our executive officers or directors as required by law, SEC regulations or Nasdaq listing requirements, by posting such disclosure on our website.
Anti-Hedging Policy. As part of our insider trading policy, all directors, including non-employee directors; executives, including our named executive officers; officers; and certain corporate personnel are permitted to make margin loans using Company securities in support therefore and to pledge Company securities in support of loans on which they are obligated, but are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset any decrease in the market value of the Company securities that are directly or indirectly held by such person.
Insider Trading Policy. We have adopted a Policy Memorandum Concerning Securities Trading that governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations and the Nasdaq listing requirements.
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AUDIT COMMITTEE, AUDIT FEES, AND AUDITOR INDEPENDENCE
Report of the Audit Committee
The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that the Company incorporated it by specific reference.
The Audit Committee has received from Sinclair’s independent registered public accounting firm, PwC, written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), regarding PwC’s independence, including communications between PwC and us regarding PwC’s independence, and has discussed with PwC its independence. The Audit Committee has discussed whether the provision of non-audit services by PwC is compatible with maintaining PwC’s independence. PwC has stated that it believes that it is in full compliance with all of the independence standards established under generally accepted auditing standards and the rules of the SEC. The Audit Committee concurs and has approved all non-audit services provided by PwC in 2025. The Audit Committee also has discussed with PwC the matters required to be discussed by the applicable standards of the PCAOB, including the selection of and changes in Sinclair’s significant accounting policies, the basis for management’s accounting estimates, PwC’s conclusions regarding the reasonableness of those estimates and the disclosures included in the financial statements.
The Audit Committee met with management and representatives of PwC in connection with PwC’s audit of Sinclair’s consolidated financial statements and related schedule for the year ended December 31, 2025 and reviewed and discussed such financial statements with management. The Audit Committee also reviewed management’s report on its assessment of the effectiveness of Sinclair’s internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of Sinclair’s internal control over financial reporting. Based on such review and discussion with management, and based on the Audit Committee’s reviews and discussions with PwC regarding its independence and the matters required to be discussed by the PCAOB and the SEC, the Audit Committee recommended to the Board of Directors that the audited financial statements and management’s assessment of the effectiveness of Sinclair’s internal control over financial reporting be included in Sinclair’s Annual Report on Form 10-K and the Board has approved that recommendation.
The Audit Committee has reviewed and discussed the fees paid to PwC during the last year for audit and non-audit services, which are set forth in this proxy statement under “Disclosure of Fees Charged by Independent Registered Public Accounting Firm,” and has determined that the provision of the non-audit services is compatible with PwC’s independence.
Audit Committee
Laurie R. Beyer, Chairwoman
Benjamin S. Carson, Sr.
Daniel C. Keith
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Disclosure of Fees Charged by Independent Registered Public Accounting Firm. The following summarizes the fees charged by PwC for certain services rendered to us during 2025 and 2024, respectively:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Audit fees (a) | $ | 3,136,041 | $ | 3,094,600 | |||||||
| Audit-related fees (b) | 115,000 | 375,000 | |||||||||
| Tax fees (c) | 1,083,876 | 875,725 | |||||||||
| All other fees (d) | 2,120 | 2,120 | |||||||||
| Total | $ | 4,337,037 | $ | 4,347,445 | |||||||
(a)Fees paid for annual audits of our consolidated financial statements and effectiveness of internal control over financial reporting and reviews of interim consolidated financial statements.
(b)Fees paid for services related to debt restructuring, registration statements, and the annual audit of the financial statements of one of our subsidiaries.
(c)Tax fees incurred for tax planning, compliance, and due diligence services.
(d)Fees incurred related to permitted services not included in the category descriptions provided.
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm. The Audit Committee maintains a pre-approval policy that provides guidelines for the audit, audit-related, tax, and other permissible non-audit services that may be provided by the independent registered public accounting firm (the independent auditors) in order to ensure that the provision of such services does not impair the auditor’s independence. Under this policy, which remains in effect, the Audit Committee annually pre-approves the audit fee and terms of the engagement, as set forth in the engagement letter, along with a specified list of audit-related and tax services. If any service to be provided by the independent auditors has not received pre-approval during this annual process, it will require specific pre-approval by the Audit Committee and the independent auditors may not begin work on any engagement without confirmation of the Audit Committee pre-approval from the Chief Accounting Officer or his or her delegate. In accordance with this policy, the Chairman of the Audit Committee has been authorized by the Committee to pre-approve any audit-related, tax, or other permissible non-audit service engagements of the independent auditors.
For the fiscal years ended December 31, 2025 and 2024, the Audit Committee pre-approved all services described above in the captions audit-related fees, tax fees, and all other fees. None were approved pursuant to the waiver of pre-approval provisions set forth in Regulation S-X of the Exchange Act. For the fiscal year ended December 31, 2025, less than 50% of the hours expended on PwC’s engagement to audit our financial statements were attributed to work performed by persons other than full-time, permanent employees of PwC.
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STOCKHOLDER PROPOSALS
Any stockholder proposal pursuant to Rule 14a-8 under the Exchange Act to be considered for inclusion in the Company’s proxy materials for the 2027 annual meeting of stockholders must be received by notice delivered to the Secretary of the Company at the Company’s office at 10706 Beaver Dam Road, Hunt Valley, Maryland 21030, no later than December 24, 2026. However, if the 2027 annual meeting of stockholders is held (i) more than 30 days before or after the anniversary of the 2026 annual meeting of stockholders, then any stockholder proposal pursuant to Rule 14a-8 must be received within a reasonable time before the 2027 annual meeting of stockholders begins to enable the Company to print and mail its proxy materials. The submission of a stockholder proposal does not guarantee that it will be included in the Company’s proxy statement and any stockholder proposal must comply with the requirements of Rule 14a-8 under the Exchange Act.
The Company’s bylaws include separate advance notice provisions applicable to stockholders desiring to bring proposals or nominations for directors before an annual stockholders’ meeting other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Secretary of the Company at the address set forth above regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Company’s bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the 2027 annual meeting of stockholders other than pursuant to 14a-8 must provide the information set forth in the Company’s bylaws to the Secretary of the Company at the address set forth above no earlier than 5:00 p.m. eastern time on November 24, 2026 and no later than 5:00 p.m. eastern time on December 24, 2026. However, if the 2027 annual meeting of stockholders is held more than 30 days before or after the anniversary of the 2026 annual meeting of stockholders, then the information must be received no earlier than the one hundred fiftieth (150th) day prior to the date of the 2027 annual meeting of stockholders and no later than 5:00 p.m. eastern time on the later of the one hundred twentieth (120th) day prior to the date of the 2027 annual meeting of stockholders or the tenth (10th) day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made.
In addition to satisfying the foregoing requirements under the Company's bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of nominees other than the Company’s nominees to the Board of Directors at the 2027 annual meeting of stockholders must satisfy the requirements of Rule 14a-19 under the Exchange Act, including by providing notice and the information required thereunder no later than April 5, 2027. However, if the 2027 annual meeting of stockholders is held more than 30 days before or after the anniversary of the 2026 annual meeting of stockholders, then such notice and the information required thereunder must be received by the later of 60 days prior to the date of the 2027 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made.
If a stockholder fails to meet these deadlines, we may exclude the nominations or proposal from inclusion in the Company’s proxy materials or for consideration at the 2027 annual meeting of stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
J. Duncan Smith, Secretary
Baltimore, Maryland
April 23, 2026
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