Sinclair Inc

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. )

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Sinclair, Inc. The annual meeting on June 11, 2024 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.webcaster4.com/Webcast/Page/2063/50234, or call 888-506-0062 for toll free access or 973-528-0011 for international access and reference participant access code 552964. 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 26, 2024 to people who, according to our records, owned our common stock as of the close of business on March 18, 2024. 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 18, 2024. 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 18, 2024 (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 11, 2024.

The proxy statement and 2023 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 11, 2024 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, 2024;

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 18, 2024. Your vote at the annual meeting is very important to us.

BY ORDER OF THE BOARD OF DIRECTORS

J. Duncan Smith, Secretary

Baltimore, Maryland

*To listen to the teleconference of the annual meeting, stockholders should either login via the internet at https://www.webcaster4.com/Webcast/Page/2063/50234, or call 888-506-0062 for toll free access or 973-528-0011 for international access and reference participant access code 552964. 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