Gray Media closes $600M loan to refinance debt

The refinancing extends maturities across more than $1.25 billion of debt, while the revolving commitment falls to $680 million.

Rhea-AI Filing Summary

Gray Media, Inc. (GTN) amended its Senior Credit Facility, adding a $600 million Term Loan G due July 15, 2030. The amendment reduced revolving credit commitments from $750 million to $680 million and extended the revolver maturity from December 1, 2028, to July 15, 2030. Both facilities have springing earlier maturity dates 91 days inside specified debt maturities if more than $200 million of the relevant debt remains outstanding on that date.

Term Loan G proceeds repaid part of Term Loan D and paid related fees and expenses, leaving $150 million of Term D principal outstanding. The new loan carries a 3.50% margin over Term SOFR or a 2.50% margin over Base Rate, at Gray’s option, and requires quarterly principal reductions of 0.25% of its initial aggregate principal amount. Alongside its August 21, 2026, issuance of $750 million of 7.50% notes due 2034, whose proceeds were used, among other items, to repay $675 million of 10.5% notes due 2029, Gray said it extended maturities across more than $1.25 billion of debt and lowered overall borrowing costs. It listed $350 million of 2029 Notes due July 2029 among its remaining maturities.

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Positive

• Major pointDebt maturities: over $1.25 billion extended; Gray reported lower borrowing costs. 2.5× market cap

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• None.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Term Loan G principal: $600 million Revolving credit commitments: $680 million Term Loan D principal outstanding: $150 million +5 more

8 metrics

Term Loan G principal $600 million New term loan due July 15, 2030

Revolving credit commitments $680 million Reduced from $750 million; maturity extended to July 15, 2030

Term Loan D principal outstanding $150 million After Term Loan G proceeds repaid a portion of Term Loan D

Term Loan G Term SOFR margin 3.50% At Gray's option, instead of Base Rate plus a 2.50% margin

Quarterly Term Loan G principal reduction 0.25% of the initial aggregate principal amount Required quarterly principal reductions

Debt maturities extended Over $1.25 billion Gray's stated aggregate across the refinancing transactions

2029 Notes principal outstanding $350 million Due July 2029

Senior secured first lien notes issued $750 million Issued August 21, 2026, at 7.50% and due 2034

Key Terms

Term SOFR, Base Rate, original issue discount, consolidated first lien net leverage ratio, +1 more

5 terms

Term SOFR financial

"Term SOFR plus an applicable margin"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Base Rate financial

"Base Rate plus an applicable margin"

The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.

original issue discount financial

"issued with an original issue discount of 0.5%"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

consolidated first lien net leverage ratio financial

"based on the Company’s consolidated first lien net leverage ratio"

A consolidated first lien net leverage ratio measures how much high-priority secured debt a company (including its subsidiaries) carries after subtracting available cash, compared with its annual operating cash flow. Think of it like the remaining balance on the most important mortgage divided by a homeowner’s yearly income: a higher number means heavier debt burden and greater risk to lenders and investors, while a lower number signals more room to borrow and safer credit standing.

springing earlier maturity date financial

"subject to a springing earlier maturity date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Gray Media's new Term Loan G and when does it mature?

Gray Media closed a $600 million Term Loan G that matures July 15, 2030. Its proceeds repaid part of Term Loan D and paid related fees and expenses, leaving $150 million of Term D principal outstanding.

What is Gray Media's new revolving credit commitment and maturity?

The revolving credit commitment is $680 million, reduced from $750 million, and its maturity was extended from December 1, 2028, to July 15, 2030.

What could trigger earlier maturities for Gray Media's credit facilities?

The facilities have springing earlier maturity dates 91 days inside specified debt maturities if more than $200 million of the relevant debt remains outstanding on that date. The revolver's specified debt includes Term Loan D, Term Loan G and the 2029 1L Notes; Term Loan G's specified debt includes Term Loan D and the 2029 1L Notes.

What interest rates and commitment fees apply to Gray Media's revolving facility?

The revolver bears interest, at Gray's option, at Term SOFR plus a margin ranging from 1.75% to 2.75%, or Base Rate plus a margin ranging from 0.75% to 1.75%, based on the consolidated first lien net leverage ratio. The commitment fee on the average daily unused portion ranges from 0.250% to 0.400% per annum.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/09/2026 - 06:21 AM Accepted by SEC EDGAR 10/09/2026 - 06:20 AM Learn about SEC filing dates

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 9, 2026 (October 8, 2026)

Gray Media, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia

(State or Other Jurisdiction of Incorporation)

001-13796		58-0285030
(Commission File Number)		(IRS Employer Identification No.)

4370 Peachtree Road, NE, Atlanta, Georgia		30319
(Address of Principal Executive Offices)		(Zip Code)

404-504-9828

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 8, 2026, Gray Media, Inc. (the “Company”), entered into a seventh amendment (the “Seventh Amendment”) to its Fifth Amended and Restated Credit Agreement, dated as of December 1, 2021 (as amended, including by the Seventh Amendment, the “Senior Credit Facility”), by and among the Company, the guarantors party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other agents and lenders party thereto. All capitalized terms set forth but not defined herein have the meanings as ascribed to them in the Senior Credit Facility. 

The Seventh Amendment, among other things, provides for (i) a new $600 million tranche G term loan (the “Term Loan G”) that matures on July 15, 2030, subject to a springing earlier maturity date to 91 days inside the maturity date of the Term D Loan if more than $200 million principal amount of the Term D Loan remains outstanding on such date and 91 days inside the maturity date of the 2029 1L Notes if more than $200 million principal amount of the 2029 1L Notes remains outstanding on such date, and (ii) a reduction of the Company’s existing $750 million of revolving credit facility commitments to $680 million and the extension of the revolving credit facility maturity date from December 1, 2028 to July 15, 2030, subject to a springing earlier maturity date to 91 days inside the maturity date of the Term D Loan if more than $200 million principal amount of the Term D Loan remains outstanding on such date, 91 days inside the maturity date of the Term Loan G if more than $200 million principal amount of the Term Loan G remains outstanding on such date and 91 days inside the maturity date of the 2029 1L Notes if more than $200 million principal amount of the 2029 1L Notes remains outstanding on such date (the “Revolving Credit Facility”). Proceeds from the Term Loan G were used to repay a portion of the Company’s existing Term D Loan maturing on December 1, 2028, leaving $150 million aggregate principal amount outstanding of the Term D Loan, and to pay related fees and expenses. 

The Term Loan G bears interest, at the option of the Company, at either Term SOFR plus an applicable margin or the Base Rate plus an applicable margin. “Base Rate” is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) Term SOFR for a one-month tenor in effect on such day plus 1.00%. The Company’s applicable margin with respect to the Term Loan G is 3.50% with respect to Term SOFR Loans and 2.50% for Base Rate Loans. Additionally, the Senior Credit Facility requires the Company to make quarterly principal reductions of the Term Loan G in the amount that is 0.25% of the initial aggregate principal amount of the Term Loan G.

The Revolving Credit Facility will continue to bear interest, at the option of the Company, based on Term SOFR plus an applicable margin ranging from 1.75%–2.75% or the Base Rate plus an applicable margin ranging from 0.75%–1.75%, in each case based on the Company’s consolidated first lien net leverage ratio. The Company will continue to be required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, which rate ranges from 0.250% to 0.400% per annum, based on the Company’s consolidated first lien net leverage ratio. 

The Company’s obligations under the Senior Credit Facility continue to be secured by substantially all of the assets of the Company and certain of its wholly-owned domestic subsidiaries (other than its unrestricted subsidiaries and securitization subsidiaries), excluding real estate. In addition, certain of the Company’s wholly-owned domestic subsidiaries (other than its unrestricted subsidiaries and securitization subsidiaries) are joint and several guarantors of those obligations and the Company’s ownership interests in those subsidiaries are pledged to collateralize its obligations under the Senior Credit Facility. The Senior Credit Facility contains affirmative and negative covenants that the Company must comply with, including restrictions on liens, indebtedness, investments, fundamental changes, dispositions, prepayments, etc. of indebtedness and amendments, use of proceeds, transactions with affiliates, restricted payments, changes in nature of business, burdensome agreements, holding companies and sanctions.  The Senior Credit Facility also contains a financial covenant that requires maintenance of a consolidated first lien net leverage ratio not to exceed certain maximum limits in the event revolving loans are outstanding under the Revolving Credit Facility or more than $50.0 million of undrawn letters of credit are outstanding that have not been cash collateralized as of the last day of the applicable fiscal quarter. 

Wells Fargo and certain of the other agents, lenders and/or purchasers under the Senior Credit Facility or their respective affiliates, have had in the past, have currently, and/or may have in the future, various relationships with the Company involving the provision of financial or other advisory services, including cash management, investment banking and brokerage services. These parties, or their respective affiliates, have received, and may in the future receive, customary principal and interest payments, fees and expenses for these services. 

The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Seventh Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is hereby incorporated by reference.

Item 8.01 Other Events.

On October 8, 2026, the Company issued a press release (the “Press Release”) announcing the closing of the Seventh Amendment. A copy of the Press Release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Seventh Amendment to Credit Agreement, dated as of October 8, 2026, among Gray Media, Inc., the Revolving Credit Lenders and Issuing Banks party thereto, the Guarantors party thereto, and Wells Fargo Bank, National Association, as administrative agent, Issuing Bank and Swing Line Lender.

99.1 Press release issued by Gray Media, Inc., on October 8, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gray Media, Inc.
October 9, 2026	By:	/s/ Jeffrey R. Gignac
		Name:	Jeffrey R. Gignac
		Title:	Executive Vice President and Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

Gray Announces Closing of Term Loan and Revolving Credit Facility Refinancing

Atlanta, GA - October 8, 2026, Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has closed a new $600 million Term Loan G maturing July 15, 2030 and has reduced its existing $750 million revolving credit facility to $680 million and extended the maturity date from December 1, 2028 to July 15, 2030. The Term Loan G was priced at a margin of 350 basis points over the Standard Overnight Financing Rate and issued with an original issue discount of 0.5%. The pricing grid on the extended revolving credit facility remains unchanged. Proceeds from the Term Loan G were used to repay a portion of Gray’s existing Term Loan D maturing December 1, 2028, leaving $150 million aggregate principal amount outstanding, and to pay related fees and expenses.

Together with the August 21, 2026 closing of Gray’s $750 million offering of 7.50% senior secured first lien notes due 2034, the proceeds of which were used to, among other items, repay $675 million of Gray’s 10.5% senior secured first lien notes due 2029 (the “2029 Notes”), the company has successfully extended maturities across an aggregate of over $1.25 billion of debt and lowered its overall borrowing costs, while also extending its revolving credit facility maturity.

Following these refinancing transactions, Gray has no material debt maturities until after both the 2026 and 2028 political cycles. The company’s nearest maturities now consist of the remaining $150 million aggregate principal amount outstanding under its Term Loan D due in December 2028 and the remaining $350 million of its 2029 Notes due in July 2029.

About Gray Media

Gray Media, Inc. is a multimedia company headquartered in Atlanta, Georgia and the nation’s largest owner of top-rated local television stations and digital assets. We serve 117 full-power television markets that collectively reach approximately 37% of US television households. The portfolio includes 78 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station in average all-day ratings across the 116 markets measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group, spanning 46 markets, as well as Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios.

Forward-Looking Statements:

This press release contains certain forward-looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “intend,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties are in some instances beyond Gray’s control. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein, which reports are made publicly available via its website, www.graymedia.com. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.

Gray Contacts:

Alan Gould, Vice President, Investor Relations, (404) 266-8333, alan.gould@graymedia.com

# # #

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.9 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.5 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.0 KB