ADDITIONAL INFORMATION ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document constitutes a proxy statement of Sinclair Broadcast with respect to the solicitation of proxies for the special meeting, and a prospectus of New Sinclair for the shares of New Sinclair common stock to be issued pursuant to the Reorganization Agreement. As permitted under the rules of the SEC, this joint proxy statement/prospectus incorporates important business and financial information about us that is contained in documents filed with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this joint proxy statement/prospectus. You may obtain copies of these documents, without charge, from the web site maintained by the SEC at www.sec.gov, as well as other sources. See “Additional Information—Where You Can Find Additional Information” beginning on page 23.

You may also obtain copies of the joint proxy statement/prospectus free of charge on our website
at https://sbgi.net/investor-relations/sec-filings/.

shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction cards. If you are abeneficial owner of shares, you cannot vote in person at the annualspecial meeting unless you have a proper power of attorney from your broker. Votes directed through a broker must be received by us before the annualspecial meeting.

JOINT PROXY STATEMENT/PROSPECTUS SUMMARY

The following summary highlights selected information regarding the Holding Company Proposal, including the Reorganization Agreement and the Reorganization, which are described in greater detail elsewhere in this joint proxy statement/prospectus. It may not contain all of the information that may be important to you. To better understand the Holding Company Proposal, and for a more complete description of the terms of the Reorganization Agreement and the Reorganization, you should read this entire document carefully, including the appendices, and the additional documents incorporated by reference. You can find information with respect to these additional documents under the caption “Additional Information—Where You Can Find Additional Information.”

Sinclair Broadcast and New Sinclair

Sinclair Broadcast is a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations, digital platforms, and, prior to the deconsolidation of our local sports segment from our consolidated financial statements effective as of March 1, 2022 (as described in more detail in Sinclair Broadcast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the “Deconsolidation”), regional and national sports networks. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, other original programming produced by us and our owned networks, college sports, and, prior to the Deconsolidation, professional sports. Sinclair Broadcast also owns and operates Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sport and tennis lifestyle shows; the Tennis Channel International streaming service; Tennis Channel Plus streaming service; T2 FAST, a 24-hours a day free ad-supported streaming television channel; and Tennis.com, the most visited online tennis platform in the world (collectively, the “Tennis Channel Assets”). Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties and we have interests in, own, manage and/or operate technical and software services companies, intellectual property for the advancement of broadcast technology, and other media and non-media related businesses and assets, including interests in real estate, venture capital, private equity, and direct investments.

New Sinclair is a new Maryland corporation formed solely for the purpose of effecting the Reorganization. New Sinclair does not conduct any business, have any subsidiaries or have any assets or liabilities other than incident to its formation.

The principal executive offices of Sinclair Broadcast and New Sinclair are located at 10706 Beaver Dam Road, Hunt Valley, MD 21030. Our telephone number is (410) 568-1500.

The Reorganization

As described in more detail in this joint proxy statement/prospectus, at the effective time of the Reorganization, each outstanding share of Sinclair Broadcast common stock will be exchanged automatically on a one-for-one basis with an equivalent share of New Sinclair’s common stock. You will own the same number, percentage and class of shares in New Sinclair that you owned in Sinclair Broadcast, and you will have the same rights as a stockholder of New Sinclair that you had as a stockholder of Sinclair Broadcast, including with respect to voting and dividends. The Reorganization, together with other organizational changes we expect to make in connection with the Reorganization as described more fully in this joint proxy statement/prospectus, is expected to be tax-free to Sinclair Broadcast’s stockholders for U.S. federal income tax purposes. See “The Holding Company Proposal—Material U.S. Federal Income Tax Consequences.”

Promptly following the Reorganization, Sinclair Broadcast will convert from a Maryland corporation to a Maryland limited liability company, and we will make further organizational changes to align our corporate

structure with our business operations and objectives. However, these additional organizational changes are not considered part of the Reorganization for purposes of this joint proxy statement/prospectus. See “The Holding Company Proposal—Holding Company Formation.”

Conditions to Completion of the Reorganization

We will complete the Reorganization only if each of the proposals areconditions set forth in the Reorganization Agreement is satisfied, including receipt of the required approval of Sinclair Broadcast’s stockholders, the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, receipt of any required approvals of the Federal Communications Commission (the “FCC”), receipt of an opinion of outside tax counsel to the effect that the Reorganization, together with the conversion of Sinclair Broadcast from a Maryland corporation to a Maryland limited liability company, will be tax-free to Sinclair Broadcast’s stockholders for U.S. federal income tax purposes and receipt of all other consents, permissions and approvals that Sinclair Broadcast and New Sinclair determine to be necessary or advisable prior to the Reorganization. See “The Holding Company Proposal—Conditions to Completion of the Reorganization.”

The Reorganization Agreement or the Reorganization may be deferred or terminated by Sinclair Broadcast’s Board of Directors at any time prior to completion (even after approval by Sinclair Broadcast’s stockholders).

Markets and Market Prices

New Sinclair’s common stock is not currently traded on any stock exchange. Sinclair Broadcast’s Class A common stock, par value $0.01 per share (“Sinclair Broadcast Class A Common Stock”), is traded on the NASDAQ Stock Market’s Global Select Market under the ticker symbol “SBGI.” Beginning at the effective time of the Reorganization, we expect the New Sinclair Class A Common Stock to trade on the same market under the same ticker symbol.

On March 31, 2023, the last trading day before the public announcement of the Holding Company Proposal, the closing price per share of Sinclair Broadcast Class A Common Stock was $17.16. On April 18, 2023, the most recent trading day for which prices were available prior to the printing and mailing of this joint proxy statement/prospectus, the closing price per share of Sinclair Broadcast Class A Common Stock was $20.51.

Financial Information

The consolidated assets and liabilities of New Sinclair will be recorded at historical cost as follows:

RISK FACTORS

In considering whether to vote in favor of the Holding Company Proposal, you should consider all of the information we have included in this joint proxy statement/prospectus, including its appendices, and all of the information in the documents we have incorporated by reference, including Sinclair Broadcast’s Annual Report on Form 10-K for the year ended December 31, 2021,2022. In particular, you should review the risk factors described in such Annual Report. Please see “Additional Information—Where You Can Find Additional Information.” You should also pay particular attention to the risks described below. If any of the risks described below or in the documents incorporated by reference develops into actual events, our business, financial condition or results of operations could be negatively affected and the market price of our common stock or other securities could decline.

We may not obtain the expected benefits of the Reorganization.

We believe the Reorganization will provide greater flexibility in creating value within the company. See “The Holding Company Proposal—Reasons for the Reorganization; Recommendation of Sinclair Broadcast’s Board of Directors” The expected benefits of the Reorganization may not be obtained if market conditions or other circumstances prevent us from taking advantage of the strategic, business and financial flexibility that we believe the Reorganization will afford us. As a result, we may incur the costs of creating the holding company structure without realizing the possible benefits.

As a holding company, New Sinclair will be dependent on the operations and cash flow of its subsidiaries.

After the completion of the Reorganization, New Sinclair, like Sinclair Broadcast before the Reorganization, will be a holding company with no business operations of its own. New Sinclair’s only significant assets will be the direct or indirect ownership of the equity interests of its subsidiaries, including consolidatedSinclair Broadcast and Sinclair Ventures. As a result, New Sinclair will rely on payments from its subsidiaries to meet its financial statements,obligations.

We currently expect that a significant portion of the cash flow of Sinclair Broadcast, which will become an indirect, wholly-owned subsidiary of New Sinclair upon the completion of the Reorganization and certain other organizational changes we intend to make in connection with the Reorganization, will be retained and used by it and its subsidiaries in their operations, including to service any debt obligations Sinclair Broadcast and its subsidiaries may have. Sinclair Broadcast and its subsidiaries are restricted by the terms of their indebtedness in their ability to pay cash dividends or to make other distributions to New Sinclair, which may limit the payment of cash dividends or other distributions, if any, to the holders of New Sinclair’s common stock.

The Reorganization may not be completed, even with stockholder approval.

The Reorganization Agreement or the Reorganization may be deferred or terminated by Sinclair Broadcast’s Board of Directors at any time prior to completion (even after approval by Sinclair Broadcast’s stockholders). In addition, the Reorganization will be completed only if the conditions set forth in the Reorganization Agreement are satisfied or waived. See “The Holding Company Proposal—Conditions to Completion of the Reorganization.” Accordingly, it is possible that, even with stockholder approval, the Reorganization will not be completed.

THE HOLDING COMPANY PROPOSAL

This section of the joint proxy statement/prospectus describes the Holding Company Proposal. The summary of the material provisions of the Reorganization Agreement provided below is qualified in its entirety by reference to the text of the Reorganization Agreement, which is attached as Appendix A to this joint proxy statement/prospectus and which we incorporate by reference into this joint proxy statement/prospectus. You should carefully read the entire joint proxy statement/prospectus and the Reorganization Agreement for a more complete understanding of the Holding Company Proposal. If the Holding Company Proposal is approved and the Reorganization is completed, you will be bound by the amended and restated articles of incorporation and bylaws of New Sinclair, in the forms attached to this joint proxy statement/prospectus as Appendix B and Appendix C, respectively, which are the same in all stockholders entitled to vote atmaterial respects as the annual meeting together withexisting articles of incorporation and bylaws of Sinclair Broadcast as of the date of this joint proxy statement. The annual report includes details on how to get additional information about us. The annual report does not constitute astatement/prospectus.

Reasons for the Reorganization; Recommendation of Sinclair Broadcast’s Board of Directors

As part of the proxy solicitation material. Proxy materials are also available to registered stockholders and to beneficial owners at http://www.astproxyportal.com/ast/26141.

exchange under the Maryland General Corporation Law (the “MGCL”). In a share exchange, one corporation acquires all the issued and outstanding shares of stock of one or more classes of another corporation by a stockholder vote, and the corporate existence of both corporations continues. In the share exchange effected under the Reorganization Agreement:

New Sinclair’s Board of Directors, including its committees, and senior management team immediately after the Reorganization will be the same as Sinclair Broadcast’s immediately before the Reorganization. New Sinclair’s independent registered public accounting firm will be the same as Sinclair Broadcast’s before the Reorganization. Copies of New Sinclair’s amended and restated articles of incorporation and bylaws that will be in effect at the effective time of the Reorganization, which are the same in all material respects as the existing articles of incorporation and bylaws of Sinclair Broadcast as of the date of this joint proxy statement/prospectus, are included as Appendix B and Appendix C, respectively, to this joint proxy statement/prospectus. We refer to these amended and restated organizational documents as the “New Sinclair Articles of Incorporation” and “New Sinclair Bylaws,” respectively. Thus, there will be no change in your rights as a director nominee and he has consentedstockholder due to servethe Reorganization. For more information regarding your rights as a directorstockholder before and after the Reorganization, see “Description of New Sinclair’s Capital Stock.”

Promptly following the Reorganization, Sinclair Broadcast will convert from a Maryland corporation to a Maryland limited liability company, and we will make further organizational changes to align our corporate structure with our business operations and objectives. These additional changes include adding a newly-formed Maryland limited liability company to be named Sinclair Holdings, LLC as an intermediate holding company between New Sinclair and Sinclair Broadcast and transferring our Other Assets from Sinclair Broadcast to a new subsidiary of New Sinclair to be named Sinclair Ventures, LLC, a Maryland limited liability company (“Sinclair Ventures”). These additional organizational changes are not considered part of the Reorganization for purposes of this joint proxy statement/prospectus.

Below is a simplified illustration of the current structure of Sinclair Broadcast, as well as the structure of New Sinclair following the Reorganization and the additional organizational changes we intend to implement:

What Sinclair Broadcast’s Stockholders Will Receive in the Reorganization

At the effective time of the Reorganization, each outstanding share of Sinclair Broadcast Class A Common Stock and Sinclair Broadcast Class B Common Stock will be exchanged automatically on a one-for-one basis with an equivalent share of New Sinclair Class A Common Stock and New Sinclair Class B Common Stock, respectively. You will own the same number and class of shares in New Sinclair that you owned in Sinclair Broadcast, and you will have the same rights as a stockholder of New Sinclair that you had as a stockholder of Sinclair Broadcast, including with respect to voting and dividends.

Exchange of Stock Certificates Not Required

Following the completion of the Reorganization, any certificates representing shares of Sinclair Broadcast Class A Common Stock and Sinclair Broadcast Class B Common Stock will automatically be deemed to

represent the same number of shares of New Sinclair Class A Common Stock and New Sinclair Class B Common Stock, respectively. You will not be required to exchange your stock certificates as part of the Reorganization.

Sinclair Broadcast’s Stock Plans, Employee Stock Purchase Plan, Deferred Compensation Plan, Health and Welfare Plans and Retirement Plan

As part of the Reorganization, Sinclair Broadcast will assign to New Sinclair, and New Sinclair will assume from Sinclair Broadcast, all of Sinclair Broadcast’s rights and obligations under any plans, policies, agreements and commitments in effect immediately before the effective time of the Reorganization with respect to the issuance of capital shares of Sinclair Broadcast, as compensation or otherwise, to employees, directors or other persons, including Sinclair Broadcast’s 2022 Stock Incentive Plan, 1998 Employee Stock Purchase Plan, 1996 Long-Term Incentive Plan, and Executive Performance Formula and Incentive Plan, together with all awards and award agreements thereunder and any other obligations to issue securities in connection therewith, as well as any obligations to issue securities in connection with the stock fund of the Sinclair Broadcast Group, Inc. 401(k) Retirement Savings Plan. In addition, as part of the Reorganization, Sinclair Broadcast will assign to New Sinclair, and New Sinclair will assume from Sinclair Broadcast, all of Sinclair Broadcast’s rights and obligations under Sinclair Broadcast’s health and welfare plans, the Sinclair Broadcast Group, Inc. 401(k) Retirement Savings Plan, and the Sinclair Broadcast Group, Inc. Amended and Restated Post-2004 Executive Deferred Compensation Plan II and related trust agreement.

Conditions to Completion of the Reorganization

We will complete the Reorganization only if elected. More detailed information about each of the nomineesfollowing conditions is availablesatisfied:

The Reorganization Agreement or the Reorganization may be deferred or terminated by Sinclair Broadcast’s Board of Directors at any time prior to completion (even after approval by Sinclair Broadcast’s stockholders).

Effective Time of the Reorganization

The Reorganization will be effective at the time set forth in the articles of share exchange we file in the Maryland State Department of Assessments and Taxation. We currently plan to cause the Reorganization to be effective as of the first day of the calendar month immediately following satisfaction of all the applicable conditions described above. We intend to complete the other organizational changes that are related to the

Reorganization, such as converting Sinclair Broadcast into a limited liability company, promptly following the effective time of the Reorganization. Nonetheless, we may designatedelay or terminate the Reorganization, even following approval by Sinclair Broadcast’s stockholders.

Material U.S. Federal Income Tax Consequences

The following is a substitute nomineegeneral discussion of the material U.S. federal income tax consequences of the Reorganization, together with the conversion of Sinclair Broadcast from a Maryland corporation to a Maryland limited liability company promptly following the Reorganization (collectively, the “Restructuring”), to U.S. Holders (as defined below). This discussion is limited to U.S. Holders who hold their shares of Sinclair Broadcast Common Stock as ‘‘capital assets’’ within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based upon current provisions of the Code, Treasury Regulations promulgated under the Code, and judicial and administrative decisions and rulings as of the date of this joint proxy statement/prospectus, all of which are subject to change or nominees. differing interpretations (possibly with retroactive effect), any of which changes could affect the accuracy of this discussion. This discussion assumes that the Restructuring will be completed in accordance with the Reorganization Agreement, other applicable transaction documents and as further described in this joint proxy statement/prospectus. This discussion does not purport to be a complete analysis of all the tax consequences of the Restructuring, and in particular, it does not address any tax consequences arising under U.S. federal tax laws other than those pertaining to the income tax, such as estate or gift tax laws, nor does it address any consequences under any state, local or non-U.S. tax laws.

This discussion does not address all aspects of taxation that may be relevant to you in light of your personal investment or tax circumstances, and does not address persons that are subject to special treatment under the U.S. federal income tax laws. In particular, this discussion does not address the tax treatment of special classes of stockholders, such as banks and other financial institutions, broker-dealers, regulated investment companies, real estate investment trusts, insurance companies, mutual funds, tax-exempt organizations, governmental agencies, pension funds, persons holding their Sinclair Broadcast Common Stock as part of a hedging, conversion, straddle or similar transaction, persons that received their Sinclair Broadcast Common Stock in a compensatory transaction, through a tax qualified retirement plan or pursuant to the exercise of options or warrants, persons that own or have owned (directly, indirectly or constructively) five percent (5%) or more of Sinclair Broadcast Common Stock (by vote or value), U.S. expatriates, persons subject to the alternative minimum tax, entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), subchapter S corporations (and investors therein), controlled foreign corporations, passive foreign investment companies, and persons who are not U.S. Holders (as defined below).

If a substitutepartnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is nominated, wea beneficial owner of shares of Sinclair Broadcast Common Stock, then the tax treatment of a partner in such partnership will vote all valid proxies forgenerally depend upon the electionstatus of the substitute nominee or nominees. Alternatively,partner and the Board of Directors 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 sizeactivities of the Board.partner and the partnership. Partnerships holding shares of Sinclair Broadcast Common Stock and partners therein should consult their tax advisors regarding the consequences of the Restructuring.

All holders of Sinclair Broadcast Common Stock should consult their own tax advisors as to the particular tax consequences relevant to them of the Restructuring, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws, and any changes (or proposed changes) in any tax laws or interpretations thereof.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Sinclair Broadcast Common Stock that is for U.S. federal income tax purposes:

It is intended that the Restructuring qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to Sinclair Broadcast’s and New Sinclair’s obligations to complete the Restructuring that Sinclair Broadcast receive an opinion from Fried Frank or another law firm acceptable to Sinclair Broadcast to the effect that the Restructuring will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

It is the opinion of Fried Frank that the Restructuring will qualify as a reorganization within the meaning of Section 368(a) of the Code, and accordingly, for U.S. federal income tax purposes:

The opinion described above is and will be subject to customary assumptions, qualifications and limitations, and is and will be based on representations made by Sinclair Broadcast and New Sinclair regarding factual matters, and covenants undertaken by Sinclair Broadcast and New Sinclair, including that the Restructuring will be completed in accordance with the Reorganization Agreement, other applicable transaction documents and as further described in this joint proxy statement/prospectus. If any assumption or representation is inaccurate, or any covenant is not complied with, the tax consequences of the Restructuring could differ from those described above and the validity of the opinion described above may be adversely affected. The opinion is not binding on the Internal Revenue Service (the “IRS”) or the courts, and neither Sinclair Broadcast nor New Sinclair intends to request a ruling from the IRS regarding any matter related to the Restructuring. Consequently, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the conclusions described above.

The discussion of the material U.S. federal income tax consequences set forth above is not a complete description of all of the consequences of the Restructuring. U.S. Holders should consult their tax advisors regarding the particular tax consequences of the Restructuring to them, including the effects of U.S. federal, state, local,
non-U.S. and other tax laws.

Anticipated Accounting Treatment

For accounting purposes, the Reorganization will be treated as a transaction between entities under common control, resulting in no change in the carrying amount of Sinclair Broadcast’s existing assets or liabilities. The consolidated assets and liabilities of New Sinclair will be recorded at historical cost as reflected on the consolidated financial statements of Sinclair Broadcast immediately prior to the Reorganization. Accordingly, the consolidated financial statements of New Sinclair immediately following the Reorganization will be the same as the consolidated financial statements of Sinclair Broadcast immediately prior to the Reorganization.

Listing of New Sinclair’s Common Stock on the NASDAQ Stock Market; Delisting and Deregistration of Sinclair Broadcast’s Common Stock

Beginning at the effective time of the Reorganization, we expect the New Sinclair Class A Common Stock to trade on the NASDAQ Stock Market’s Global Select Market under the ticker symbol “SBGI,” the same market and ticker symbol currently used by the Sinclair Broadcast Class A Common Stock. In addition, New Sinclair will become a reporting company under the Exchange Act, and we expect New Sinclair to be a successor issuer to Sinclair Broadcast under the Exchange Act.

Following the Reorganization, the Sinclair Broadcast Class A Common Stock will no longer be listed on any securities exchange and will no longer be registered under the Exchange Act. In addition, Sinclair Broadcast will cease to be a reporting company under the Exchange Act.

New Sinclair Amended and Restated Articles of Incorporation provides that our business shalland Bylaws

If the Holding Company Proposal is approved and the Reorganization is completed, you will be managedbound by a Boardthe terms of the New Sinclair Articles of Incorporation and New Sinclair Bylaws in the forms attached to this joint proxy statement/prospectus as Appendix B and Appendix C, respectively. These organizational documents are the same as Sinclair Broadcast’s in all material respects.

Interests of Directors and Executive Officers in the Holding Company Proposal

Sinclair Broadcast’s directors and executive officers own shares of not less than threeSinclair Broadcast Class A Common Stock and not more than thirteen directors withoptions and/or other stock-based awards denominated in Sinclair Broadcast Class A Common Stock that entitle them to acquire shares of Sinclair Broadcast Class A Common Stock, and, to that extent, their interest in the numberHolding Company Proposal is the same as the interest in the Holding Company Proposal of directors to be fixed by the Board of Directors from time to time. The Board of Directors has presently established the sizeSinclair Broadcast’s stockholders generally. All of the Board at nine members. Proxies for the annual meeting may not be voted for more than nine nominees.

Regulatory Matters

No federal or state regulatory requirements must be complied with and no federal or state regulatory approvals must be obtained in connection with the Holding Company Proposal, other than compliance with applicable federal and state securities laws, and the requirement that the Reorganization be approved by the FCC. The approval of the FCC has been obtained, and the continued effectiveness of the FCC’s approval is a condition to completing the Reorganization. See “The Holding Company Proposal—Conditions to Completion of the Reorganization.”

DESCRIPTION OF NEW SINCLAIR’S CAPITAL STOCK

New Sinclair was incorporated in the State of Maryland under the name Sinclair Subsidiary I, Inc. New Sinclair’s name was subsequently changed to Sinclair, Inc. Effective as of the effective time of the Reorganization, New Sinclair’s articles of incorporation and bylaws will be amended and restated in the forms of the New Sinclair Articles of Incorporation and New Sinclair Bylaws attached to this joint proxy statement/prospectus as Appendix B and Appendix C, respectively, which are brothersthe same as Sinclair Broadcast’s in all material respects. The New Sinclair Articles of Incorporation and the New Sinclair Bylaws, together with the MGCL, will govern the rights of New Sinclair’s stockholders from and after the Reorganization.

The following description summarizes certain material terms of New Sinclair’s capital stock, which are the same as Sinclair Broadcast’s in all material respects. This description also contains summaries of relevant portions of the MGCL, and the New Sinclair Articles of Incorporation and New Sinclair Bylaws. The following summary does not purport to be complete and is subject to and qualified in its entirety by reference to the forms of organizational documents attached to this joint proxy statement/prospectus as Appendices B and C, as well as the MGCL. We encourage you to read the MGCL and the organizational documents for additional information.

General

New Sinclair’s authorized capital stock consists of 500,000,000 shares of Class A Common Stock, 140,000,000 shares of Class B Common Stock, and 50,000,000 shares of preferred stock, par value $0.01 per share. As of April 17, 2023, the record date for the special meeting, there were 42,113,541 shares of Sinclair Broadcast Class A Common Stock outstanding, 23,775,056 shares of Sinclair Broadcast Class B Common Stock outstanding and no shares of Sinclair Broadcast’s preferred stock outstanding. Upon completion of the Reorganization, the number of shares of New Sinclair Common Stock that will be outstanding will be the same as the number of shares of Sinclair Broadcast Common Stock outstanding immediately prior to the Reorganization.

New Sinclair Class A Common Stock

Voting Rights

Each holder of New Sinclair Class A Common Stock will be entitled to one vote per share. The holders of all classes of common stock entitled to vote will vote together as a single class on all matters presented to the stockholders for their vote or approval, including the election of directors, except as otherwise required by the MGCL. There will be no cumulative voting in the election of directors.

Dividends

Subject to the rights of New Sinclair’s outstanding preferred stock, if any, which may be hereafter classified and issued, holders of New Sinclair Class A Common Stock will be entitled to receive dividends, if any, as may be declared by New Sinclair’s Board of Directors out of funds legally available therefor. All holders of New Sinclair’s common stock will have identical rights to receive any dividends or distributions, and no dividends or distributions will be paid on any shares of New Sinclair Class A Common Stock unless the same is paid on all shares of New Sinclair Common Stock.

Preemptive Rights

Holders of shares of New Sinclair Class A Common Stock will not have any preemptive rights.

Redemption Rights

Shares of New Sinclair Class A Common Stock will not be subject to redemption by operation of a sinking fund or otherwise.

Conversion Rights

Shares of New Sinclair Class A Common Stock will not be convertible into any other security.

Liquidation Rights

In the event of any liquidation, dissolution, or winding up of New Sinclair, after the payment of debts and liabilities and subject to the prior rights of the preferred stockholders, if any, and the rights of the holders of New Sinclair Class B Common Stock, the holders of New Sinclair Class A Common Stock will be entitled to receive any of New Sinclair’s assets available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Transfer Agent and Registrar

The transfer agent and registrar for New Sinclair Class A Common Stock will be American Stock Transfer & Trust Company.

Listing

We expect the New Sinclair Class A Common Stock to be listed on the NASDAQ Stock Market’s Global Select Market under the ticker symbol “SBGI,” the same market and ticker symbol currently used by the Sinclair Broadcast Class A Common Stock.

New Sinclair Class B Common Stock

The rights of the holders of the New Sinclair Class B Common Stock will be identical with those of the New Sinclair Class A Common Stock in all respects, except for voting rights and the right of New Sinclair Class B Common Stock to convert into New Sinclair Class A Common Stock. Further, in any merger, consolidation or business combination, the consideration to be received per share by the holders of the New Sinclair Class A Common Stock must be identical to that received by the holders of the New Sinclair Class B Common Stock, except that in any transaction in which shares of a third party’s common stock are distributed in exchange for New Sinclair’s common stock, the shares may differ as to voting rights to the extent that the voting rights differed among the classes of common stock before such transaction. All outstanding shares of Sinclair Broadcast Class B Common Stock are, and, after the Reorganization, all outstanding shares of New Sinclair Class B Common Stock are expected to be, held by the controlling stockholders. The controlling stockholders have entered into a stockholders’ agreement pursuant to which they have agreed to vote for each other as candidates for election to theSinclair Broadcast’s Board of Directors until December 31, 2025. 2025, and we expect this stockholders’ agreement to be amended in connection with the Reorganization so that it applies to New Sinclair’s Board of Directors.

Voting Rights

The Controllingholders of the New Sinclair Class B Common Stock will be entitled to ten votes per share except in certain circumstances described below. The holders of all classes of common stock entitled to vote will vote together as a single class on all matters presented to the stockholders for their vote or approval except as otherwise required by the MGCL.

Notwithstanding the foregoing, the holders of New Sinclair Class B Common Stock will be entitled to only one vote per share, voting as a single class with the holders of New Sinclair Class A Common Stock, with respect to any proposed: (a) “going private” transaction; (b) sale or other disposition of all or substantially all of New Sinclair’s assets; (c) sale or transfer which would cause a fundamental change in the nature of New Sinclair’s business; or (d) merger or consolidation of New Sinclair in which the holders of New Sinclair’s common stock

will own less than 50% of the common stock following the transaction. A “going private” transaction is defined as any “Rule 13e-3 transaction,” as that term is defined in Rule 13e-3 promulgated under the Exchange Act, between New Sinclair and (1) any of the controlling stockholders, (2) any affiliate, as defined below, of the controlling stockholders or (3) any group of which the controlling stockholders are an affiliate or of which the controlling stockholders are a member. An “affiliate” is defined as the following: (i) any individual or entity who or that, directly or indirectly, controls, is controlled by, or is under the common control of the controlling stockholders; (ii) any corporation or organization (other than us or one of our majority-owned subsidiaries) of which any of the controlling stockholders is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of voting securities or in which any of the controlling stockholders has a substantial beneficial interest; (iii) a voting trust or similar arrangement pursuant to which the controlling stockholders generally control the vote of the shares of common stock held by or subject to any trust or arrangement; (iv) any other trust or estate in which any of the controlling stockholders has a substantial beneficial interest or as to which any of the controlling stockholders serves as a trustee or in a similar fiduciary capacity; or (v) any relative or spouse of the controlling stockholders or any relative of the spouse who has the same residence as any of the controlling stockholders.

Conversion

Except for transfers to a permitted transferee (generally, related parties of the controlling stockholders), any transfer of shares of New Sinclair Class B Common Stock held by any of the controlling stockholders will cause the shares to be automatically converted to New Sinclair Class A Common Stock. Holders of New Sinclair Class B Common Stock may, however, pledge their shares of New Sinclair Class B Common Stock pursuant to a bona fide pledge of such shares as collateral security for any indebtedness due to the pledge without causing an automatic conversion into New Sinclair Class A Common Stock, so long as such shares may not be transferred to or registered in the name of the pledge unless such pledge is a permitted transferee. In the event of a foreclosure or other similar action by a pledgee who is not a permitted transferee, such pledged shares of New Sinclair Class B Common Stock shall be converted automatically, without any act or deed on the part of New Sinclair or any other person, into shares of New Sinclair Class A Common Stock as provided above.

If the total number of shares of New Sinclair Common Stock held by the controlling stockholders falls to below 10% of the total number of shares of New Sinclair Common Stock outstanding, all of the outstanding shares of New Sinclair Class B Common Stock automatically will be classified as New Sinclair Class A Common Stock.

In addition to the above conversion terms of New Sinclair Class B Common Stock, each holder of New Sinclair Class B Common Stock will have the right to convert his shares at any time into New Sinclair Class A Common Stock.

Any conversion of New Sinclair Class B Common Stock into New Sinclair Class A Common Stock shall be at a one-to-one ratio, and the New Sinclair Class A Common Stock issued upon any such conversion shall be deemed to be fully paid and nonassessable.

Transfer Agent and Registrar

The transfer agent and registrar for the New Sinclair Class B Common Stock is Thomas & Libowitz, P.A.

Listing

We do not expect the New Sinclair Class B Common Stock to be listed on any securities exchange or automated quotation system.

Certain Provisions of Maryland Law and New Sinclair’s Articles of Incorporation and Bylaws

Limitation of Liability of Directors and Officers

The New Sinclair Bylaws provide that each director shall perform his or her duties in good faith and with such care as an ordinarily prudent person in like position would use under similar circumstances. In performing his or her duties, each director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in which case prepared or presented by: (a) one or more officers or employees of ours whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence; or (c) a committee of New Sinclair’s Board of Directors that has been duly designated upon which such director does not serve as to matters within its designated authority, which committee such director reasonably believes to merit confidence. The New Sinclair Bylaws provide that a director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A director who performs his or her duties in compliance with the foregoing shall have no liability by reason of being or having been a director of New Sinclair.

The New Sinclair Articles of Incorporation also contain a provision eliminating personal liability of a present or former director or officer of New Sinclair or its stockholders for money damages.

Indemnification of Directors and Officers

The New Sinclair Articles of Incorporation and New Sinclair Bylaws require New Sinclair to indemnify its directors and officers to the fullest extent permitted by Maryland law. Under current Maryland law, New Sinclair will indemnify (i) any director or officer who has been successful, on the merits or otherwise, in the defense of a proceeding to which he or she was made a party by reason of his or her service in that capacity, against reasonable expense incurred by him or her in connection with the proceeding and (ii) any present or former director or officer against any claim or liability unless it is established that (a) his or her act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (b) he or she actually received an improper personal benefit in money, property or services; or (c) in the case of a criminal proceeding, he or she had reasonable cause to believe that his or her act or omission was unlawful. In addition, the New Sinclair Articles of Incorporation and New Sinclair Bylaws require New Sinclair to pay or reimburse, in advance of the final disposition of a proceeding, expenses incurred by a director or officer to the fullest extent provided by Maryland law. Current Maryland law provides that we shall have received, before providing any such payment or reimbursement, (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by us as authorized by Maryland law and our bylaws and (ii) a written undertaking by or on his or her behalf to repay the amount paid or reimbursed by us if it shall ultimately be determined that the standard of conduct was not met. The New Sinclair Articles of Incorporation and New Sinclair Bylaws also permit New Sinclair’s Board of Directors to provide indemnification, payment or reimbursement of expenses to any of our employees or agents in such capacity. The New Sinclair Articles of Incorporation also provide that no amendment thereto may limit or eliminate this limitation of liability with respect to events occurring prior to the effective date of such amendment.

Meetings of Stockholders own collectively 79.9%

The New Sinclair Bylaws provide for an annual meeting of stockholders to elect individuals to the Board of Directors and transact such other business as may properly be brought before the meeting. Special meetings of stockholders may be called at any time by the Chairman of the Board of Directors, the President, a Vice President, the Secretary or any director of the Board of Directors upon the request in writing of the holders of a majority of all the votes entitled to be cast with regard to the business to be transacted at such special meeting and such request shall state the purpose of purposes of the special meeting. Business transacted at all special meetings of stockholders shall be confined to the purpose or purposes listed in the notice of such special meeting.

Voting as a Separate Class

Under the MGCL, holders of New Sinclair Common Stock are entitled to vote as a separate class with respect to any amendment of New Sinclair’s articles of incorporation that would increase or decrease the aggregate number of authorized shares of the class, increase or decrease the par value of the shares of the class or modify or change the powers, preferences or special rights of the shares of the class so as to adversely affect the class.

Business Combinations

The MGCL prohibits New Sinclair from entering into “business combinations” and other corporate transactions unless special actions are taken. The business combinations that require these special actions include a merger, consolidation, share exchange or, in certain circumstances, an asset transfer or issuance of equity securities when the combination is between us and an “interested stockholder” (as defined below). An interested stockholder is any person who beneficially owns 10% or more of the voting power of our shares, or any of our affiliates which beneficially owned 10% or more of the voting power of our shares within two years prior to the date in question.

New Sinclair may not engage in a business combination with an interested stockholder or any of its affiliates for five years after the interested stockholder becomes an interested stockholder. New Sinclair may engage in business combinations with an interested stockholder if at least five years have passed since the person became an interested stockholder, but only if the transaction is recommended by the Board of Directors and approved by at least 80% of our outstanding shares entitled to vote and two-thirds of the outstanding shares entitled to vote that are not held by the interested stockholder.

Stockholder approval will not be required if the stockholders receive a minimum price (as defined in the statute) for their shares and our stockholders receive cash or the same form of consideration as the interested stockholder paid for its shares.

This prohibition does not apply to business combinations that are exempted by the Board of Directors before the interested stockholder becomes an interested stockholder. It is anticipated that New Sinclair’s Board of Directors will exempt from the Maryland statute any business combination with the controlling stockholders, any present or future affiliate or associate of any of them, or any other person acting in concert or as a group with any of the foregoing persons.

Control Share Acquisitions.

The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights unless two-thirds of the stockholders (excluding shares owned by the acquirer, and by the officers and directors who are employees of the Maryland corporation) approve their voting rights.

“Control Shares” are shares that, if added with all other shares previously acquired, would entitle that person to vote, in electing the directors, 10% or more but less than one-third of such shares, one-third or more but less than a majority of such shares, or a majority of the outstanding shares. Control shares do not include shares the acquiring person is entitled to vote with stockholder approval. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.

If this provision becomes applicable to New Sinclair, a person who has made or proposes to make a control share acquisition could, under certain circumstances, compel New Sinclair’s Board of Directors to call a special meeting of stockholders to consider the voting rights of the control shares. New Sinclair could also present the question at any stockholders’ meeting on its own.

If this provision becomes applicable to New Sinclair, subject to certain conditions and limitations, we would be able to redeem any or all control shares. If voting rights for control shares were approved at a stockholders’ meeting and the acquirer were entitled to vote a majority of the shares entitled to vote, all other stockholders could exercise appraisal rights and exchange their shares for a fair value as defined by statute.

The control share acquisition statute does not apply to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by New Sinclair’s articles of incorporation or bylaws.

Foreign Ownership

Under the New Sinclair Articles of Incorporation and in order to comply with rules and regulations administered by the FCC, we are not permitted to issue or transfer on our books any of our capital stock to or for the account of any non-U.S. Person (as defined below) if after giving effect to the issuance or transfer, the capital stock held by or for the account of any non-U.S. Person(s) would exceed, individually or in the aggregate, 25% of our capital stock at any time outstanding. Pursuant to the New Sinclair Articles of Incorporation, New Sinclair will have the right to repurchase any shares of its capital stock owned beneficially by a non-U.S. Person or non-U.S. Persons at the fair market value to the extent necessary, in the judgment of the Board of Directors, to comply with the foregoing ownership restrictions. The New Sinclair Articles of Incorporation also provide that no non-U.S. Person(s) shall be entitled to vote, direct or control the vote of more than 25% of the total voting power of all of the shares of New Sinclair’s capital stock outstanding and entitled to vote at any time and from time to time.

The New Sinclair Articles of Incorporation also provide that no non-U.S. Person shall be qualified to act as an officer of March 18, 2022.

QUESTIONS AND ANSWERS ABOUT THE HOLDING COMPANY PROPOSAL

The following questions and answers are intended to address briefly some questions regarding the Holding Company Proposal. These questions and answers do not address all questions that may be important to you as a stockholder of Sinclair Broadcast. Please refer to “The Holding Company Proposal” and the more detailed information contained elsewhere in this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus, which you should read carefully.

Q: What is the Holding Company Proposal?

A: We are asking you to approve the Reorganization, by which New Sinclair, a new Maryland corporation, will become the publicly-traded parent company of Sinclair Broadcast and its subsidiaries. The Reorganization will be effected through a share exchange under Maryland law pursuant to the Reorganization Agreement. At the effective time of the Reorganization, each outstanding share of Sinclair Broadcast Common Stock will be exchanged automatically on a one-for-one basis with an equivalent share of New Sinclair Common Stock. Your approval of the Holding Company Proposal will constitute approval of the Reorganization and the Reorganization Agreement, as described in more detail in this joint proxy statement/prospectus.

Q: Why is Sinclair Broadcast proposing the Reorganization?

A: Sinclair Broadcast’s senior management team and Board of Directors.

Sinclair Common Stock that you now own of Sinclair Broadcast Common Stock. We expect that the New Sinclair Class A Common Stock will be listed on the NASDAQ Stock Market’s Global Select Market under the ticker symbol “SBGI,” the same market and ticker symbol currently used by the Sinclair Broadcast Class A Common Stock.

Q: Will my rights as a New Sinclair stockholder be different from my rights as a Sinclair Broadcast stockholder?

A: No. New Sinclair is a Maryland corporation governed by the MGCL just as Sinclair Broadcast currently is. From and after the Reorganization, the New Sinclair Articles of Incorporation and New Sinclair Bylaws will be the same as Sinclair Broadcast’s in all material respects. For more information, see “Description of New Sinclair’s Capital Stock.”

Q: Will I have to turn in my stock certificates?

A: No. If you hold physical certificates representing shares of Sinclair Broadcast Common Stock, you do not need to turn them in as part of the Reorganization. At the effective time of the Reorganization, each certificate representing shares of Sinclair Broadcast Common Stock will automatically be deemed to represent the same number and class of New Sinclair Common Stock.

Q: Will the CUSIP number for my common stock change as a result of the Reorganization?

A: Yes. Following the Reorganization, the CUSIP number for your shares of New Sinclair Class A Common Stock will be 829242 106.

Q: Does the Reorganization affect my U.S. federal income taxes?

A: We expect the Reorganization, together with the other organizational changes we intend to make in connection with the Reorganization, to be tax-free to the holders of Sinclair Broadcast Common Stock for U.S. federal income tax purposes. We expect that you will not recognize any gain or loss for U.S. federal income tax purposes upon your receipt of New Sinclair Common Stock in exchange for your shares of Sinclair Broadcast Common Stock in the Reorganization. The tax consequences to you will depend on your own situation. We urge you to consult your own tax advisors concerning the specific tax consequences of the Reorganization to you, including any foreign, state, or local tax consequences of the holding company formation. For further information, see “The Holding Company Proposal—Material U.S. Federal Income Tax Consequences.”

Q: How will the Reorganization be treated for accounting purposes?

A: For accounting purposes, the Reorganization will be treated as a transaction between entities under common control, resulting in no change in the carrying amount of Sinclair Broadcast’s existing assets or liabilities. The consolidated assets and liabilities of New Sinclair will be recorded at historical cost as reflected on the consolidated financial statements of Sinclair Broadcast immediately prior to the Reorganization. Accordingly, the consolidated financial statements of New Sinclair immediately following the Reorganization will be the same as the consolidated financial statements of Sinclair Broadcast immediately prior to the Reorganization.

Q: If Sinclair Broadcast’s stockholders approve the Holding Company Proposal, when will the Reorganization occur?

A: The Reorganization will be effective at the time set forth in the articles of share exchange we file in the Maryland State Department of Assessments and Taxation. We currently plan to cause the Reorganization to be effective as of the first day of the calendar month immediately following satisfaction of all the applicable

conditions described above. We intend to complete the other organizational changes related to the Reorganization, such as converting Sinclair Broadcast into a limited liability company, promptly following the effective time of the Reorganization. Nonetheless, we may delay or terminate the Reorganization, even following approval by Sinclair Broadcast’s stockholders.

Q: Do I have dissenters’ or appraisal rights in connection with the Holding Company Proposal?

A: No. Under applicable Maryland law, holders of Sinclair Broadcast Common Stock do not have appraisal or dissenters’ rights with respect to the Reorganization.

ADDITIONAL INFORMATION

Legal Matters

The validity of the securities being offered by this joint proxy statement/prospectus will be passed upon for us by Pillsbury Winthrop Shaw Pittman LLP.

Experts

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Sinclair Broadcast Group, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and has appointed PwC asaccounting.

Where You Can Find Additional Information

Sinclair Broadcast files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Sinclair Broadcast’s filings are available to the public at the SEC’s website at http://www.sec.gov. The Sinclair Broadcast Class A Common Stock is listed on the NASDAQ Stock Market’s Global Select Market under the ticker symbol “SBGI.” You may inspect our independent registered public accounting firm forreports, proxy statements and other information at the fiscal year ending December 31, 2022.NASDAQ Stock Market, One Liberty Plaza, 165 Broadway, New York, New York 10006. In addition, we maintain a website that contains information about us at http://www.sbgi.net. The Board of Directors recommends ratificationinformation found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this appointmentjoint proxy statement/prospectus or any accompanying prospectus supplement or any other report or document we file with or furnish to the SEC.

We have filed with the SEC a registration statement (of which this joint proxy statement/prospectus is a part) on Form S-4 under the Securities Act with respect to the New Sinclair Common Stock being offered to the holders of Sinclair Broadcast Common Stock. This joint proxy statement/prospectus and any accompanying prospectus supplement do not contain all of the information set forth in the registration statement, including the exhibits and schedules thereto, certain parts of which are omitted as permitted by the stockholders. Although ratification by our stockholders is not a prerequisiterules and regulations of the SEC. Statements contained in this joint proxy statement/prospectus and any accompanying prospectus supplement as to the powercontents of any contract or other document referred to in, or incorporated by reference into, this joint proxy statement/prospectus and any accompanying prospectus supplement are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. Copies of this registration statement may be examined at the SEC’s Public Reference Room and copies may be obtained therefrom upon payment of prescribed fees. This registration statement is also available to you on the SEC’s website.

The SEC allows us to “incorporate by reference” certain information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this joint proxy statement/prospectus. Any statement contained in a document which is incorporated by reference into this prospectus is automatically updated and superseded if information contained in this joint proxy statement/prospectus, or information that we later file with the SEC, modifies or replaces this information. We incorporate by reference the following documents filed with the SEC:

We are also incorporating by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Audit Committee to appoint PwC as our independent registered public accounting firm, our BoardExchange Act, between the date of Directorsthis joint proxy statement/prospectus and the Audit Committee believe such ratification to be advisable anddate of the special meeting. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the best interestfuture, that are not deemed “filed” with the SEC, including our compensation committee report and performance graph (incorporated by reference into the Annual Report on Form 10-K) or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

You may request a copy of any or all of the Company. Accordingly, stockholdersdocuments incorporated by reference into this prospectus, except the exhibits to such documents (unless such exhibits are being requested to ratify, confirm, and approvespecifically incorporated by reference into such documents), at no cost, by writing or calling our offices at 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 year ending December 31, 2022. 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, 2021.

APPENDIX A

AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATION

Dated as of Directors adopted on February 22, 2022 upon the recommendationApril 3, 2023

This AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATION (this “Agreement”) is entered intoas of the Compensation Committee (the Committee). The Plan will only become effective if approvedApril 3, 2023 by stockholders at the annual meeting. If approved, the effective date of the Plan will be June 9, 2022.

AGREEMENT

NOW THEREFORE, in consideration of the agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

ARTICLE I

THE REORGANIZATION

Section 1.1 Timing. Subject to (i) the closing conditions set forth herein, (ii) the final form of the articles of share exchange filed with the Maryland State Department of Assessments and Taxation to effect the Share Exchange, which are expected to be substantially in the form attached hereto as Exhibit A (the “Articles of Share Exchange”), and the other documents and filings that effect the Reorganization and (iii) further revision by the Parties, the Parties expect the timing of the steps in the Reorganization to be as follows:

(a) The Share Exchange will be effected pursuant to the Articles of Share Exchange and will be effective at the time specified in the Articles of Share Exchange. The Articles of Share Exchange will specify that the Share Exchange will be effective at 12:00 a.m. (the “Share Exchange Effective Time”) on a date to be referred to herein as the closing date (the “Closing Date”).

(b) The SBG LLC Conversion will be effected pursuant to the articles of conversion filed with the Maryland State Department of Assessments and Taxation to effect the SBG LLC Conversion (the “Articles of Conversion”) and will be effective at the time specified in the Articles of Conversion. The Articles of Conversion will specify that the SBG LLC Conversion will be effective at 12:01 a.m. on the Closing Date (the “Conversion Effective Time”).

(c) The Intermediate LLC Transfer is expected to be effective at 12:00 a.m. on the day immediately following the Closing Date.

(d) The SBG Transfer is expected to be effective at 12:01 a.m. on the day immediately following the Closing Date.

Section 1.2 Share Exchange; Effect on Capital Stock. At the Share Exchange Effective Time, and subject to the closing conditions set forth herein and the other provisions of this Agreement and the Articles of Share Exchange:

(a) Each outstanding share or fraction of a share of SBG’s Class A common stock, par value $.01 per share (the “SBG Class A Common Stock”), shall, without any further action on the part of the holder thereof, automatically and by operation of law be exchanged for a share or fraction of a share of Holdco’s Class A common stock, par value $.01 per share (the “Holdco Class A Common Stock”), on a one-for-one basis. Thereafter, each holder of a share or fraction of a share of Holdco Class A Common Stock shall have full and exclusive power to vote such shares, to receive dividends thereon and to exercise all rights of an owner thereof.

(b) Each outstanding share or fraction of a share of SBG’s Class B common stock, par value $.01 per share (the “SBG Class B Common Stock” and, together with the SBG Class A Common Stock, collectively the “SBG Stock”), shall, without any further action on the part of the holder thereof, automatically and by operation of law be exchanged for a share or fraction of a share of Holdco’s Class B common stock, par value $.01 per share (the “Holdco Class B Common Stock” and, together with the Holdco Class A Common Stock, collectively the “Holdco Stock”), on a one-for-one basis. Thereafter, each holder of a share or fraction of a share of Holdco Class B Common Stock shall have full and exclusive power to vote such shares, to receive dividends thereon and to exercise all rights of an owner thereof.

(c) All of Holdco’s shares of capital stock that were issued and outstanding immediately prior to the Share Exchange Effective Time shall be cancelled for no consideration and shall cease to be issued or outstanding.

(d) Holdco shall become the owner of all of the shares of SBG Stock that were issued and outstanding immediately prior to the Share Exchange Effective Time. Thereafter, Holdco shall have full and exclusive power to vote such shares, to receive dividends thereon and to exercise all rights of an owner thereof.

Section 1.3 Manner of Exchange; No Required Exchange of Stock Certificates. At the Share Exchange Effective Time:

(a) Where no physical certificate representing the SBG Stock has been issued in the name of a holder thereof, a “book-entry” (i.e., a computerized or manual entry) shall be made in the share records of Holdco to evidence the issuance to such holder of the number of uncertificated shares of Holdco Stock for which such SBG Stock has been exchanged pursuant to the Articles of Share Exchange, and Holdco shall cause each shareholder holding Holdco Stock in book entry form to be provided such information as shall be required by or necessary to comply with Maryland law.

(b) Each certificate which, immediately prior to the Share Exchange Effective Time, represented issued and outstanding SBG Stock (each, an “SBG Certificate”) shall be deemed for all purposes to evidence ownership of, and to represent, the number, class and series of Holdco Stock for which the SBG Stock represented by such SBG Certificate immediately prior to the Share Exchange Effective Time have been exchanged pursuant to the Articles of Share Exchange. The registered holder of any SBG Certificate outstanding immediately prior to the Share Exchange Effective Time, as such holder appears in the books and records of SBG, or of the transfer agent in respect of the SBG Stock, immediately prior to the Share Exchange Effective Time, shall, until such SBG Certificate is surrendered for transfer or exchange, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends or other distributions on, the shares of Holdco Stock for which the SBG Stock represented by such SBG Certificate have been exchanged pursuant to the Articles of Share Exchange, subject to the provisions of Maryland law.

(c) Following the Share Exchange Effective Time, Holdco may, in its discretion, mail or cause to be incurredmailed to the persons who were registered holders of SBG Certificates immediately prior to the Share Exchange Effective Time, a letter of transmittal, in customary form, containing instructions for use in effecting the surrender of such SBG Certificates, if the holder so chooses, in exchange for a certificate (a “Holdco Certificate”), or, in Holdco’s discretion, uncertificated shares in book-entry form, representing the number, class and series of shares of Holdco Stock for which the SBG Stock represented by such SBG Certificate have been exchanged pursuant to the Articles of Share Exchange. Each Holdco Certificate, if any, shall comply with all requirements set forth in Holdco’s articles of incorporation or bylaws and applicable law with respect to notice of certain restrictions on ownership and transferability.

Section 1.4 No Dissenter’s Rights. In accordance with the provisions of Section 3-202(c)(1) of the MGCL, no dissenter’s rights or appraisal rights will be available to SBG’s shareholders in connection with awardsthe Share Exchange.

Section 1.5 Dividends. At the Share Exchange Effective Time and by operation of the Share Exchange, SBG’s obligations with respect to any dividends or other distributions to SBG’s shareholders that have been declared by SBG, but not paid prior to the Share Exchange Effective Time, will become the obligations of Holdco, and Holdco hereby agrees to assume such obligations.

Section 1.6 Assets, Liabilities and Contracts. Except as expressly agreed otherwise by the Parties, all of the assets, liabilities and employees of SBG and its subsidiaries prior to the Reorganization will remain the assets, liabilities and employees of SBG and such subsidiaries, notwithstanding the Share Exchange or other aspects of the Reorganization. Except as expressly agreed otherwise by the Parties, all of SBG’s or its subsidiaries’ rights and obligations under contracts to which they are parties shall remain the rights and obligations of SBG and such subsidiaries, notwithstanding the Share Exchange or other aspects of the Reorganization.

Section 1.7 Plan of Reorganization and Plan of Exchange. It is intended that the Share Exchange and the SBG LLC Conversion, taken together, will be treated as an integrated transaction for U.S. federal income tax purposes and will be undertaken pursuant to this Agreement, which is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g). Each Party shall use commercially reasonable efforts to cause the Share Exchange and the SBG LLC Conversion, taken together, to qualify, and will not take any actions or cause any actions to be taken which would prevent the Share Exchange and the SBG LLC Conversion, taken together, from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Section 1.8 Successor Issuer. It is the intent of the Parties that Holdco be deemed a “successor issuer” of SBG in accordance with Rule 12g-3 under the Plan.Securities Exchange Act of 1934, as amended (the “Exchange Act”), solely for purposes of the Exchange Act, and in accordance with Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), solely for purposes of the Securities Act.

ARTICLE II

CLOSING CONDITIONS

Section 2.1 Closing Conditions. The consummation of the Share Exchange shall be subject to the following conditions precedent:

(a) Shareholder Approval. Pursuant to Section 3-105(e) of the MGCL, the Share Exchange shall have been approved by the shareholders of SBG by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

(b) Registration Statement. The registration statement (the “Registration Statement”) filed by Holdco with the United States Securities and Exchange Commission (the “SEC”) relating to the shares of Holdco Stock to be issued in the Share Exchange shall have become effective under the Securities Act of 1933, and no stop order suspending such effectiveness shall be in effect.

(c) Regulatory Approval. Any approvals for the Share Exchange or other aspects of the Reorganization that are required under the rules and regulations of the Federal Communications Commission shall have been obtained and shall be in full force and effect.

(d) Tax Opinions.

(e) Consents. The Parties shall have received all other consents, permissions and approvals, and shall have taken all other actions, that they determine to be necessary or advisable prior to the Reorganization.

ARTICLE III

MISCELLANEOUS

Section 3.1 Descriptive Headings. Descriptive headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

Section 3.2 Counterparts. For the convenience of the Parties, this Agreement may be executed in one or more counterparts, each of which shall be considered an original, and all of which taken together shall constitute a single instrument.

Section 3.3 Successors and Assigns. This Agreement may not be assigned by a Party without the written consent of the other Parties. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns of the Parties.

Section 3.4 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 3.5 Applicable Law. This Agreement, and any controversy or proceeding arising hereunder or in connection herewith, whether sounding in contract or tort, and whether brought at law or in equity, shall be governed by, construed and enforced in accordance with the laws of the State of Maryland without regard to any conflict of laws principles.

Section 3.6 Amendment and Termination. This Agreement may be amended or supplemented in any manner and from time to time prior to the Share Exchange Effective Time by a written instrument duly executed and delivered by all of the Parties. This Agreement may be terminated and the Share Exchange abandoned at any time prior to the Share Exchange Effective Time by action taken by the boards of directors of SBG and Holdco. In the event of the termination of this Agreement and abandonment of the Share Exchange, this Agreement shall become void and have no effect, without any liability on the part of any Party or its directors, officers or shareholders.

Section 3.7 Conflicting Terms. In event of a conflict between the terms of this Agreement and the terms of the Articles of Share Exchange in the form filed with the Maryland State Department of Assessments and Taxation, the terms of such Articles of Share Exchange shall prevail.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

(c) Notwithstanding anything to the contrary set forth herein, any holder of Class B Common Stock may pledge his shares of Class B Common Stock to a pledgee pursuant to a bona fide pledge of such shares as collateral security for indebtedness due to the pledgee without causing an automatic conversion of such shares into Class A Common Stock, provided that such shares may not be transferred to or registered in the name of the pledgee unless such pledgee is a Permitted Transferee. In the event of foreclosure or other similar action by a pledgee who is not a Permitted Transferee, such pledged shares of Class B Common Stock shall be converted automatically, without any act or deed on the part of the Corporation or any other person, into shares of Class A Common Stock as provided above.

(d) Each share of Class B Common Stock shall be convertible, at the option of its holder, into one fully paid and non-assessable share of Class A Common Stock at any time. In the event of such voluntary conversion, the procedures set forth in paragraph (a) above shall be followed.

(e) Shares of Class B Common Stock that are converted into shares of Class A Common Stock due to a sale, transfer, or voluntary conversion shall continue to be authorized shares of Class B Common Stock and available for issuance underreissue by the Plan,Corporation as determined by the Board of Directors.

(f) The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Common Stock, for the purpose of effecting the conversions provided for herein, a sufficient number of shares of Class A Common stock to effect the conversion of all Class B Common Stock. All of the Common Stock so issuable shall, when issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take such action as may be necessary to ensure that all such Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any stock exchange or market on which any of the Common Shares are listed or quoted.

(g) In any merger, consolidation, or business combination, the consideration to be received per share by the holders of Class A Common Stock and Class B Common Stock must be identical for each class of stock, except that in any such transaction in which shares of common stock are to be distributed, such shares may differ as to voting rights to the extent that voting rights differ among Class A Common Stock and Class B Common Stock as provided herein.

ARTICLE SIXTH: Preferred Stock.

The Board of Directors shall have authority to classify and reclassify any of the unissued shares of Preferred Stock from time to time by setting or changing in any one or more respects the liquidation or dividend preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of the Preferred Stock; provided, however, that the Board of Directors shall not classify or reclassify any such shares into Common Shares, or into any class or series of stock which has the same or lower liquidation priority as the Common Shares. Any and all shares issued and for which full consideration has been paid or delivered shall be deemed fully paid stock, and the Committee carefully considered the potential dilution to our current stockholders as measured by our “burn rate,” “overhang” and projected future share usage.

special voting rights expressly granted herein to the holders of the Class B Common Stock, the holders of the Common Shares shall have exclusively all other rights of stockholders including, but not limited to, (i) the right to receive dividends, when and as declared by the Board of Directors out of assets lawfully available therefor, and (ii) in the event of any distribution of assets upon liquidation, dissolution or winding up of the Corporation or otherwise, the right to receive ratably all of the assets and funds of the Corporation remaining after the payment to the creditors of the Corporation.

(b) Stock Splits and Combinations. If the Corporation shall in any manner subdivide (by stock split, reclassification, stock dividend, recapitalization, or otherwise) or combine (by reverse stock split or otherwise) the outstanding shares of Class A Common Stock or Class B Common Stock, then the outstanding shares of each other class of Common Shares shall be subdivided or combined, as the case may be, to the same extent, share and share alike.

(c) As long as any of the Common Shares shall be listed and quoted on the NASDAQ National Market, the Board of Directors of the Corporation shall ensure, and shall have all powers necessary to ensure, that the membership of the Board of Directors shall at all times include such number of “Independent Directors” (as such term is defined in Part III, Section 6(c) of Schedule D to the By-Laws of the National Association of Securities Dealers, Inc. “NASD”), as the same may be amended from time to time) as shall be required by the By-Laws of the NASD for the Common Shares to be eligible for listing and quotation of the NASDAQ National Market. In the event that the Common Shares shall cease to be listed and quoted on the NASDAQ National Market, and subsequently are listed and quoted on an exchange or other trading system, the Board of Directors of the Corporation shall ensure, and shall have all powers necessary to ensure, that the membership of the Board of Directors shall at all times be consistent with the interestsapplicable rules and regulations, if any, for the Common Shares to be eligible for listing and quotation on such exchange or other trading system.

(d) No holder of our stockholders.

outstanding and entitled to vote at any time and from time to time as such limits greater or lesser than 25% may subsequently be imposed by statute or regulation.

(c) No Alien shall be qualified to act as an officer of the Corporation and no more than one-fourth of the total number of directors of the Corporation at any time may be Aliens except as may be permitted by law or regulation.

(d) The Board of Directors shall have all powers necessary to implement the provisions of this ARTICLE NINTH and to ensure compliance with the alien ownership restrictions (the “Alien Ownership Restrictions”) of the outstanding Class ACommunications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (collectively, the “Communications Act”), including, without limitation, the power to prohibit the transfer of any shares onof capital stock of the immediately preceding December 31st,Corporation to any Alien and to take or (iii)cause to be taken such action as it deems appropriate to implement such prohibition.

(e) Without limiting the generality of the foregoing and notwithstanding any other lesser amount (including zero) thatprovision of this Charter to the contrary, any shares of capital stock of the Corporation determined by the Board of Directors determines for purposes of the annual increase for that fiscal year.

Directors. Directors shall hold office for a term of one (1) year or until the first annual meeting of stockholders following their election. Each director elected shall hold office until his successor shall be elected and shall qualify.

(b) Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause shall be filled by a majority vote of the remaining directors, though less than a quorum, and the directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the successors shall be elected and shall qualify.

(c) At any meeting of the stockholders called for the purpose, any director may, by a majority vote of all of the shares of stock outstanding and entitled to vote, be removed from office, but only for cause.

(d) Notwithstanding anything contained in this Charter to the extent permitted by applicable law, to require reimbursement or forfeiture to uscontrary, the affirmative vote of stockholders holding a majority of the amountvotes entitled to be cast for election of bonus or incentive compensation (whether cash-based or equity-based) such executive officer received during the three fiscal years preceding the year the restatement is determined todirectors shall be required to amend or repeal or adopt any provision inconsistent with this ARTICLE TENTH.

ARTICLE ELEVENTH: Indemnification. The Corporation shall indemnify (a) its directors and officers, whether serving the extent that such bonusCorporation or incentive compensation exceeds what the officer would have received based on an applicable restated performance measure or target. We will recoup incentive-based compensation from executive officers to the extent required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules, regulations and listing standards that may be issued under that act.

IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its President and attested to by its Secretary on this _____ day of ______________, 2023.

APPENDIX C

AMENDED & RESTATED BY-LAWS

OF

SINCLAIR, INC.

(the “Corporation”)

Effective as of the [___] day of [___] 2023

ARTICLE I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting, shall be held on the date and at the time fixed, from time to time, by the directors.

SECTION 2. Special Meetings.

(a) General. The chairman of the board, the chief executive officer, the president or the Board of Directors may call a special meeting of stockholders. Except as provided in Subsection (b)(4) of this Section 2, a special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the board, chief executive officer, president or Board of Directors, by whoever has called the meeting. Subject to Subsection (b) of this Section 2, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. (the “Special Meeting Percentage”).

(b) Stockholder-Requested Special Meetings.

(1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date (the “Request Record Date”) to determine the stockholders entitled to request a special meeting. The Record Date Request Notice shall set forth the voting power each reporting person has onpurpose of the meeting and the matters proposed to be acted on which sharesat such meeting, shall be signed by one or more stockholders of Class B Common Stock have ten votes per share, andrecord as of the voting power the reporting persons as a group have on such matters.

request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspections to perform such review, no such purported Special Meeting Request shall be deemed to have been delivered to the secretary until the earlier of (i) five (5) Business Days after receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five (5) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these By-Laws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Maryland are electedauthorized or obligated by law or executive order to close.

SECTION 3. Place of Holding Meetings. All meetings of stockholders shall be held at the principal office of the Corporation or elsewhere, inside or outside of Maryland, as designated by the Board of Directors.

SECTION 4. Notice of Meetings; Waiver of Notice. Not less than ten (10) nor more than ninety (90) days before each stockholders’ meeting, the Secretary shall give written notice of the meeting to each stockholder entitled to vote at the meeting and each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to him/her, left at his/her residence or usual place of business, or mailed to him/her at his/her address as it appears on the records of the Corporation. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if such person before or after the meeting signs a waiver of the notice which is filed with the records of stockholders meetings, or is present at the meeting in person or by proxy. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

SECTION 5. Quorum; Voting.

(a) Unless statute or the Charter provides otherwise, at a meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum and a majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting. In the absence of a quorum, the stockholders present in person or by proxy, by majority of the votes present and entitled to be cast and without notice other than by announcement, may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. In the event that at any meeting a quorum exists for one-year terms and serve until their successorsthe transaction of some business but does not exist for the transaction of other business, the business as to which a quorum is present may be transacted by the holders of stock present in person or by proxy who are dulyentitled to vote thereon.

(b) Shares registered in the name of another corporation, if entitled to vote, may be voted by the president or a vice-president of that corporation, or by a proxy appointed by the president or a vice-president of that corporation. Any fiduciary may vote shares registered in such fiduciary’s name, either in person or by proxy.

(c) Shares of stock of the Corporation owned either directly or indirectly by the Corporation shall not be voted unless held in a fiduciary capacity. The President or a Vice-President of the Corporation is authorized to vote any shares of another corporation held by the Corporation.

SECTION 6. General Right to Vote; Proxies. Unless the Charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders. In all elections for directors, each share of stock may be voted for as many individuals as there are directors to be elected and qualified. Executive officers arefor whose election the share is entitled to be voted, but in no event shall a single share be entitled to cast multiple votes for the same individual. A stockholder may vote the stock he/she owns of record either in person or by written proxy signed by the stockholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before the meeting. Unless a proxy provides otherwise, it is not valid more than eleven (11) months after its date.

SECTION 7. List of Stockholders. At each meeting of stockholders, a full, true and complete list of all stockholders entitled to vote at such meeting, showing the number and class of shares held by each and certified by the transfer agent for such class or by the Secretary, shall be furnished by the Secretary.

SECTION 8. Conduct of Voting. At all meetings of stockholders, unless the voting is conducted by inspectors, the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. If demanded by stockholders, present in person or by proxy, entitled to cast ten per cent (10%) in number of votes entitled to be cast, or if ordered by the chairman, the vote upon any election or question shall be taken by ballot and, upon like demand or order, the voting shall be conducted by two inspectors, in which event the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by such inspectors. Unless so demanded or ordered, no vote need be by ballot and voting need not be conducted by inspectors. The stockholders at any meeting may choose an inspector or inspectors to act at such meeting, and in default of such election the chairman of the meeting may appoint an inspector or inspectors. No candidate for election as a director at a meeting shall serve as an inspector thereat.

SECTION 9. Conduct of Stockholders Meetings. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors annually to servebe chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for one-year termsthe proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to the stockholders of the record of the Corporation, their duly authorized proxies and serve until their successors are duly appointed and qualified.

how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 10. Advance Notice of Stockholder Nominees for each other as candidatesDirector and Other Stockholder Proposals.

(a) Annual Meetings of Stockholders.

(1) Nominations of individuals for election to the Board of Directors until December 31, 2025.