Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2023, none of Sinclair's or SBG's directors, managers, or officers, as applicable, adopted or terminated any contract, instruction, or written plan for the purchase or sale of Sinclair's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
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ITEM 6. EXHIBITS
Exhibit
Number Description
3.1* Articles of Conversion of Sinclair Broadcast Group, Inc. into Sinclair Broadcast Group, LLC effective June 1, 2023.
3.2* Articles of Organization of Sinclair Broadcast Group, LLC dated June 1, 2023.
3.3* Operating Agreement of Sinclair Broadcast Group, LLC dated June 1, 2023.
3.4* First Amended and Restated Operating Agreement of Sinclair Broadcast Group, LLC dated June 2, 2023.
3.5 Agreement of Share Exchange and Plan of Reorganization, dated as of April 3, 2023, by and among Sinclair Broadcast Group, Inc., Sinclair, Inc. and Sinclair Holdings, LLC (incorporated by reference from Exhibit 2.1 to Sinclair Broadcast Group, Inc.’s Current Report on Form 8-K filed April 3, 2023).
3.6 Articles of Amendment and Restatement of Sinclair, Inc., effective June 1, 2023 (incorporated by reference from Exhibit 3.1 to Sinclair Inc.’s Form 8-K filed on June 1, 2023).
3.7 Amended and Restated Bylaws of Sinclair, Inc., effective June 1, 2023 (incorporated by reference from Exhibit 3.2 to Sinclair, Inc.'s Form 8-K filed on June 1, 2023).
10.1 Omnibus Assignment, Assumption and Amendment Agreement, by and between Sinclair Broadcast Group, Inc. and Sinclair, Inc., effective as of June 1, 2023 (incorporated by reference from Exhibit 10.1 to Sinclair, Inc.’s Form 8-K filed June 1, 2023).
10.2* Amendment No. 1 dated June 20, 2023 with an effective date of January 1, 2023 to the Amended and Restated Employment Agreement between Sinclair Television Group, Inc. and Robert Weisbord effective as of January 1, 2020.
31.1** Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.2** Certification by Lucy Rutishauser, as Chief Financial Officer of Sinclair, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.3** Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.4** Certification by Lucy Rutishauser, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
32.1** Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.2** Certification by Lucy Rutishauser, as Chief Financial Officer of Sinclair, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.3** Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.4** Certification by Lucy Rutishauser, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
101* The Company's Consolidated Financial Statements and related Notes for the quarter ended June 30, 2023 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).*
104 Cover Page Interactive Data File (included in Exhibit 101).
* Filed herewith.
** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the 9th day of August 2023.
SINCLAIR, INC.
SINCLAIR BROADCAST GROUP, LLC
By: /s/ David R. Bochenek
David R. Bochenek
Senior Vice President/Chief Accounting Officer
(Authorized Officer and Chief Accounting Officer)
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