Sinclair (SBGI) got the FCC ownership cap repeal it wanted. Two sessions later, a founding-family director filed to sell $10 million.

Most of the Form 144 notices that come out of Sinclair (SBGI) are small and dull. Nine of them have been filed in the past year and the largest was $538,027. The one that landed Monday is $10.09 million, and the shares behind it go back to June 1995.

Robert E. Smith is a Sinclair director and one of four brothers who control the company between them. His notice covers 700,000 shares of Class A common stock, to be sold through Charles Schwab on or after Aug. 10. The aggregate value on the form is $10,088,260, which works out to $14.41 each. Under nature of acquisition transaction, the filing says "IPO/Founder shares." The date given is June 6, 1995, the month Sinclair went public.

Where the 700,000 shares come from

The arithmetic is what sent me to his other filings. Smith's most recent Form 4, filed June 8 after the board's annual stock award, has him holding 114,808 Class A shares directly. Add the 4,000 in a joint account with family and the roughly 1,000 sitting in the company 401(k). He's still roughly 580,000 shares short of what he's told the SEC he plans to sell.

The rest has to be Class B. Sinclair's April proxy lists Smith with 6,180,104 Class B shares, or 26 percent of that class. Of those, 121,750 sit in a trust for family members. Class B carries ten votes a share against one for Class A, and a holder can convert it into Class A at any time. That conversion is how a founding shareholder turns supervoting family stock into something a broker can sell on the Nasdaq.

He's done it before. On March 18, 2019 Smith converted 77,696 Class B shares and sold every one of them that day at a weighted average of $38.6038. The following morning he converted 65,306 more and sold those at $38.553. That was 143,002 shares for about $5.5 million, and his Class B holding went from 6,329,806 down to 6,186,804. So the mechanism is routine for him. The price is what changed. Those 2019 sales cleared in the high $38s, and this notice is priced at $14.41, roughly $24 a share lower.

What happened last week

Sinclair reported their second-quarter results on Aug. 5th, after the close. Revenue came to $840 million, up 7 percent. Adjusted EBITDA was $149 million, up 45 percent, carried by midterm political advertising. The company still lost $76 million, or $1.06 a share. It raised full-year adjusted EBITDA guidance to a range of $730 million to $760 million.

The bigger news arrived the next morning. On Aug. 6 the Federal Communications Commission voted 2 to 1 to scrap the rule capping any single owner at 39 percent of US television households, and put case-by-case review of individual deals in its place. That cap had stood since 2004, and it's the main reason the big station groups haven't been able to buy each other.

Chief executive Chris Ripley got asked about the expected vote on the earnings call the evening before it happened. "We couldn't be happier, and we certainly applaud the FCC for taking this very meaningful step to remove an outdated regulation that really just has no place in this modern media marketplace," he said, in remarks reported by Deadline. On what it means for deals he was more direct: "It is very significant to change this rule, as we look at large scale M&A, which is a major objective for us. This really de-risks those opportunities, and we expect that some of the counter-parties that we are interested in will be more likely to want to transact with this certainty put on the books."

Sinclair already has a counterparty in mind. It disclosed an 8.2 percent stake in E.W. Scripps (SSP) on Nov. 17, 2025, offered $7 a share for the rest of the company a week later, and got turned down by the Scripps board on Dec. 16.

SBGI closed at $13.91 on Aug. 5. It opened at $14.51 the next morning and traded up to $16.30. It finished at $14.76 on 1.48 million shares, more than two and a half times its recent daily average. By Friday's close it was back at $14.20. Smith filed his notice the next session, and the stock closed Monday at $13.75, below the price on his own notice.

The votes that go away

A Class B share that converts and gets sold doesn't convert back. On its March 16 record date Sinclair counted 48,254,031 Class A shares and 23,755,236 Class B. Together they carry 285.8 million votes, and Smith held 21.7 percent of them. Push 700,000 shares through the conversion and out to a buyer, and his share of the vote falls to about 19.6 percent.

The family still runs the place. The proxy calls the four brothers the "Controlling Stockholders" and puts their combined voting power at 80.6 percent. A stockholders' agreement binds them to vote for each other as directors until Dec. 31, 2036. Sinclair qualifies as a "Controlled Company" under Nasdaq rules, which exempts it from the requirement that a majority of its board be independent.

Among the four, Robert is the only brother on that board without an operating job. David D. Smith is executive chairman, and Frederick G. Smith and J. Duncan Smith are both vice presidents. Robert was vice president and treasurer until he gave up the title in June 1998, and he's spent the years since running a commercial real estate firm he started in 1997. Sinclair paid him $285,177 for his board work last year. Duncan moved a block of similar size in March, 629,700 Class B shares. His Form 4 describes withdrawing those shares from a trust for his children and gifting them into another trust for family members. He sold nothing.

One more detail sits in the notice itself. Rule 144 caps what an insider can sell in a rolling three-month window at whichever is larger, 1 percent of the class outstanding or the average weekly volume over the previous four weeks. One percent of Sinclair's 48,562,824 Class A shares comes to 485,628, well under 700,000. So this notice leans on the volume test, and his broker attached four weeks of trading data showing an average of 2,740,250 shares a week.

The paperwork is silent on his timing. A Form 144 is an intention, and the confirming Form 4 has two business days after the actual trade to appear, so the size can still change or the sale can be dropped. What the document does show is a founding-family director converting 1995 stock at $14.41, about $24 a share below the last time he sold any. He filed it two sessions after Washington handed his company the rule change it had been asking for.

Sinclair's filings sit on its stock page, and notices like this one land on our insider trading tracker as they come in. For the mechanics of the confirming filing, our explainer covers what a Form 4 actually shows. On the harder question of whether any of this is worth acting on, we went through the data on copying insider trades.

Sources

• SEC EDGAR, Form 144 filed by Robert E. Smith, Aug. 10, 2026
• SEC EDGAR, Robert E. Smith Form 4 reporting the March 2019 sales
• SEC EDGAR, Sinclair, Inc. 2026 proxy statement
• SEC EDGAR, Sinclair, Inc. second quarter 2026 results, Aug. 5, 2026

This article is for general informational purposes only and is not investment advice. Prices are as of the Aug. 10, 2026 close and will change. Always do your own research and consider speaking with a licensed financial professional before making any investment decision.