Gray Television Inc SEC Filings

Gray Media, Inc. has issued $250,000,000 of 9.625% Senior Secured Second Lien Notes due 2032 to accredited investors under a supplemental indenture to its existing 2032 notes. The notes were sold at 102.000% of par plus accrued interest and form a single series, with identical terms, to the existing $900,000,000 9.625% Senior Secured Second Lien Notes issued in July 2025.

Gray plans to use the net proceeds to redeem a portion of its outstanding 10.500% Senior Secured First Lien Notes due 2029, pay related fees and expenses, and for general corporate purposes. The notes are senior secured second lien obligations, bear interest from July 18, 2025, payable semiannually on January 15 and July 15, and mature on July 15, 2032, with various optional redemption features and customary covenants and events of default.

Gray Media, Inc. is raising new debt and refinancing existing notes. The company agreed to privately place $250 million of 9.625% Senior Secured Second Lien Notes due 2032, issued at 102.000% of par, as additional notes under its existing 9.625% second lien series first issued in July 2025. These Additional Notes rank equally with the currently outstanding 9.625% Senior Secured Second Lien Notes and have substantially identical terms.

Gray plans to use the net proceeds to redeem part of its higher-coupon 10.500% Senior Secured First Lien Notes due 2029, pay transaction fees and expenses, and for general corporate purposes. The company has issued a conditional notice to redeem $125 million of the 2029 Notes on December 19, 2025 at 103.000% of principal plus accrued and unpaid interest, with the redemption conditional on receiving proceeds from the new Additional Notes.

Gray Media, Inc. reported an insider equity transaction by its President and Co-CEO, who is also a director. On 12/01/2025, the insider forfeited 17,010 shares of common stock in a transaction coded "F," which reflects shares withheld to cover taxes in connection with restricted stock vesting. After this adjustment, the insider directly owned 1,216,053 shares of common stock and indirectly held 2,001 shares through a 401(k) plan. The filing is a routine disclosure of changes in beneficial ownership rather than a new issuance of shares by the company.

Gray Media, Inc. insider Jeffrey W. Gray, Chairman, President and CEO, reported a stock transaction dated 12/01/2025. The filing shows a forfeiture of 28,578 shares of Class A Common Stock at $9 per share, labeled with transaction code "F," which the notes describe as a forfeiture of restricted stock for the purpose of net settlement. After this transaction, he reports beneficial ownership of 3,697,452 shares of Class A Common Stock held directly, and additional indirect holdings through his spouse, children, trusts for the benefit of his children, a 401(k) plan, and his spouse’s account.

Gray Media, Inc. director reports restricted stock forfeiture in a Form 4 insider transaction. On 12/01/2025, the reporting person disposed of 28,578 shares of Class A common stock in a transaction coded "F," which the notes explain represents forfeiture of restricted stock for the purpose of net settlement, typically to cover tax withholding when restricted shares vest.

After this transaction, the director continues to beneficially own a substantial number of Gray Media shares through a mix of direct holdings, a spouse’s holdings, children’s accounts, trusts for the benefit of children, and a 401(k) plan balance.

Gray Media, Inc. executive reports restricted stock forfeiture

An executive vice president of Gray Media, Inc. reported a Form 4 transaction dated December 1, 2025. The filing shows the forfeiture of 24,249 shares of common stock at a price of $4.73 per share, described as a forfeiture of restricted stock for the purpose of net settlement. After this transaction, the officer beneficially owns 613,757 shares of common stock directly and 53,517 shares of Class A common stock directly.

Gray Media (GTN) reported Q3 2025 results. Revenue was $749 million versus $950 million a year ago, reflecting a sharp decline in political advertising ($8 million vs $173 million). Operating income was $102 million. The company recorded a net loss of $10 million (basic and diluted EPS -$0.24), compared with net income of $96 million in Q3 2024.

Year-to-date, revenue was $2.303 billion; operating income was $276 million. Cash from operating activities for the nine months was $177 million. Gray closed significant refinancing: issued $900 million senior secured second-lien notes due 2032 and $775 million senior secured first-lien notes due 2033, using proceeds to redeem 2027 notes, repay term loans, and repay revolver borrowings, resulting in a $7 million loss on early extinguishment of debt. Interest expense for the nine months was $355 million.

Gray also entered multiple station purchase/swap agreements with Scripps, SGH, BCI, and AMG, adding new markets and creating 11 anticipated duopolies, subject to required regulatory approvals. Shares outstanding were 92,500,245 common and 9,586,408 Class A as of October 31, 2025.

Gray Media, Inc. (NYSE: GTN, GTN.A) furnished an 8-K to share investor presentation materials. Beginning on November 7, 2025, the company intends to meet and present to prospective investors, with the slide deck provided as Exhibit 99.1. The materials are furnished under Item 7.01 and are not deemed filed under the Exchange Act or incorporated into Securities Act filings unless specifically referenced.

Gray Media, Inc. (GTN)quarterly cash dividend of $0.08 per share on its common stock and Class A common stock. The dividend is payable on December 31, 2025 to shareholders of record at the close of business on December 15, 2025.

This announcement, disclosed under Item 8.01 (Other Events), confirms cash returns to shareholders on both listed classes (GTN and GTN.A) without changing capital structure details or guidance.