GRAY MEDIA, INC SEC Filings

Gray Media, Inc. is undertaking a private debt refinancing. The company announced an offering, subject to market conditions, of up to $750 million aggregate principal amount of senior secured first lien notes due 2034 in a transaction exempt from Securities Act registration. The notes will be offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and will be guaranteed on a senior secured first lien basis by restricted subsidiaries that guarantee Gray’s existing senior credit facility.

Gray intends to use the net proceeds to redeem a portion of its 10.500% senior secured first lien notes due 2029, repay a portion of outstanding borrowings under its revolving credit facility, and pay related fees and expenses. Separately, Gray issued a conditional notice of partial redemption for $675 million of the 2029 Notes, targeted for August 27, 2026, at 105.250% of principal plus accrued and unpaid interest, contingent on consummation of the new notes offering.

Miller Value Partners, LLC and its control person William H. Miller IV report beneficial ownership of Gray Media, Inc. common stock on a Schedule 13G/A. They have shared voting and dispositive power over 7,498,335 shares, representing 8.07% of the outstanding common stock, with no sole voting or dispositive power. The shares are owned by various advisory clients of Miller Value Partners, and each client account holds less than 5% of the class individually. Miller Value Partners and Miller IV file jointly under a joint filing agreement, with Christopher Anderson signing on their behalf pursuant to a Power of Attorney.

Gray Media reported higher revenue and a return to quarterly profitability while continuing to expand its station portfolio. For the quarter ended June 30, 2026, revenue (less agency commissions) was $839 million, up from $772 million, helped by stronger political advertising and 2026 acquisitions. Net income was $14 million versus a loss of $56 million, and net income attributable to common stockholders was $21 million, or $0.21 per diluted share.

For the first six months of 2026, revenue grew to $1,607 million from $1,554 million and operating income rose to $217 million, though the company still recorded a net loss of $6 million and a $12 million loss to common holders after $234 million of interest expense and preferred dividends. Gray completed several television station acquisitions and a non‑cash station swap that increased broadcast licenses and goodwill and contributed $44 million of year‑to‑date revenue. Cash declined to $176 million at June 30, 2026 from $368 million at year‑end, reflecting $264 million of cash paid for television businesses and licenses. Long‑term debt, less deferred financing costs, was $5,808 million, with all covenants in compliance and $745 million of revolver availability. The company also issued $70 million of additional 2033 first‑lien notes and used $30 million to repurchase 50,000 shares of Series A Perpetual Preferred Stock, reducing that balance to $600 million.

Gray Media, Inc. states that beginning on August 7, 2026, it intends to meet from time to time with prospective investors and may use or reference a prepared slide presentation in those meetings. The slide deck is included as Exhibit 99.1 and consists of prospective investor meeting slides. This information is furnished under Regulation FD and is expressly described as not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference into Securities Act of 1933 filings except where specifically referenced.

Gray Media, Inc. announced that its Board of Directors authorized a quarterly cash dividend of $0.08 per share on both its common stock and Class A common stock. The dividend is payable on September 30, 2026 to shareholders of record at the close of business on September 15, 2026.

Gray Media is a multimedia company based in Atlanta that owns top-rated local television stations and digital assets. It serves 117 full-power television markets reaching approximately 37% of U.S. television households and operates the largest Telemundo affiliate group, along with multiple production and digital media businesses.

Gray Media, Inc. reported stronger results for the quarter ended June 30, 2026 and authorized a new $250 million debt repurchase program. Total revenue was $839 million, up from $772 million in Q2 2025, as political advertising rose to $83 million from $9 million and production revenue increased.

Net income was $14 million versus a $56 million loss a year earlier, and Adjusted EBITDA grew to $214 million from $169 million. Net Retransmission Revenue increased to $150 million from $136 million, even with lower gross retransmission revenue and a blackout that ended on May 1. Corporate and transaction-related expenses rose, reflecting acquisition activity.

At June 30, 2026, cash was $176 million and total outstanding debt principal was $5.87 billion, producing a Consolidated Total Net Leverage Ratio of 5.73, below the 7.00 covenant limit. For Q3 2026, Gray forecasts total revenue of $935–$965 million and political advertising of $165–$185 million, compared with $749 million and $8 million, respectively, in Q3 2025.

Gray Media, Inc. repurchased, in a privately negotiated transaction on July 21, 2026, $100 million aggregate principal amount of its 10.500% senior secured first lien notes due 2029 and $20 million aggregate principal amount of its 5.375% senior notes due 2031. Each tranche was bought at a purchase price of par plus accrued and unpaid interest to the date of repurchase.

The company funded these note repurchases using available liquidity, including cash on hand and borrowings under its existing revolving credit facility.

Gray Media, Inc. has obtained SEC relief under Rule 3-13 of Regulation S-X and is providing an Audited Abbreviated Statement of Assets Acquired and Liabilities Assumed for the television stations purchased from Allen Media Group. The statement presents the fair values of assets acquired and liabilities assumed as of March 27, 2026 and May 1, 2026 under U.S. GAAP.

The Allen Acquired Stations were purchased for an all-cash price of $171 million, including $56 million for three new markets and $115 million for seven existing markets. At acquisition, assets acquired totaled $180 million and liabilities assumed were $9 million, resulting in net assets of $171 million. Key amounts assigned were $106 million to broadcast licenses, $22 million to property and equipment, and $42 million to goodwill reflecting enhanced scale, expected synergies, assembled workforce and other strategic benefits.

Gray Media, Inc., a Georgia corporation and subsidiary of Gray Television, Inc., reported a private exempt offering of debt securities under Regulation D Rule 506(b). The issuer falls in the revenue category of over $100,000,000.

The notice shows $70,000,000 of debt securities had been sold as of the date reported, with $0 remaining to be sold. The date of first sale was June 29, 2026. No finders’ fees were reported, and the notice is signed by Executive Vice President and Chief Financial Officer Jeffrey R. Gignac.