Gray Media (NYSE: GTN) adds $70M notes for TV station buy and $50M preferred stock redemption

Gray Media (NYSE: GTN) adds $70M notes for TV station buy and $50M preferred stock redemption

Rhea-AI Filing Summary

Insights

FAQ

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

What new debt did Gray Media (GTN) issue in this 8-K?

How is Gray Media (GTN) using the $70 million note proceeds?

What are the key terms of Gray Media’s 7.250% Senior Secured Notes?

What acquisition did Gray Media (GTN) announce with American Spirit Media?

How much Series A Perpetual Preferred Stock did Gray Media repurchase?

What does Gray Media say about leverage effects from these transactions?

Positive

Negative

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Gray Media, Inc. completed a private placement of $70.0 million of 7.250% Senior Secured First Lien Notes due 2033. The notes, issued at par plus accrued interest, form a single series with $775.0 million of existing notes, bringing total notes outstanding to $845.0 million.

Gray used the proceeds to pay $40.0 million of the $50.0 million purchase price for six American Spirit Media television stations and to repurchase 50,000 shares of Series A Perpetual Preferred Stock with a $50.0 million liquidation preference for $30.0 million plus accrued dividends. After these steps, 600,000 Series A shares with a $600.0 million liquidation preference remain outstanding.

Gray adds secured debt to fund a tuck-in TV deal and preferred redemption while targeting leverage neutrality.

Gray Media issued $70.0 million of 7.250% Senior Secured First Lien Notes due 2033, fungible with $775.0 million of existing notes. Proceeds funded a $40.0 million first closing for six American Spirit stations and a $30.0 million preferred stock repurchase.

The company states the acquisition, debt issuance and preferred redemption are expected to be cash flow accretive and not increase its Consolidated Total Net Leverage Ratio under its Senior Credit Agreement. That suggests management is trading more senior secured debt for higher-cost preferred while keeping leverage metrics stable.

Over time, investors can compare future filings to see how cash flows from the acquired stations and reduced preferred dividends support this leverage-neutral objective and whether the new assets integrate as anticipated under Gray’s stated news, sales and sports strategies.

5 items: 1.01, 2.03, 7.01, 8.01, 9.01

5 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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, and exhibit attachments filed with this report.

Additional notes issued: $70.0 million aggregate principal amount Existing notes outstanding before add-on: $775.0 million aggregate principal amount Total notes outstanding after transaction: $845.0 million aggregate principal amount +5 more

8 metrics

Additional notes issued $70.0 million aggregate principal amount 7.250% Senior Secured First Lien Notes due 2033

Existing notes outstanding before add-on $775.0 million aggregate principal amount 7.250% Senior Secured First Lien Notes due 2033 issued July 2025

Total notes outstanding after transaction $845.0 million aggregate principal amount 7.250% Senior Secured First Lien Notes due 2033

American Spirit Media purchase price $50.0 million cash Acquisition of six television stations

First closing payment to American Spirit $40.0 million Paid at first of two closings; funded from note proceeds

Preferred stock repurchase price $30.0 million Repurchase of 50,000 Series A Perpetual Preferred shares plus accrued dividends

Preferred shares liquidation preference repurchased $50.0 million liquidation preference Series A Perpetual Preferred Stock

Remaining Series A Preferred liquidation preference $600.0 million 600,000 Series A Perpetual Preferred shares outstanding after repurchase

7.250% Senior Secured First Lien Notes due 2033, Indenture, Regulation D, make whole premium, +2 more

6 terms

7.250% Senior Secured First Lien Notes due 2033 financial

"7.250% Senior Secured First Lien Notes due 2033 (the “Additional Notes”)."

Indenture financial

"The terms of the Notes are governed by the Indenture."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Regulation D regulatory

"in reliance on an exemption from the registration requirements under Section 4(a)(2) ... and the provisions of Regulation D thereunder."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

make whole premium financial

"at a price equal to 100% ... plus a make whole premium set forth in the Indenture."

A make whole premium is a one-time payment an issuer must give bondholders when it repays a bond before its scheduled maturity to compensate for lost future interest; think of it as paying the remaining expected interest in today’s dollars so investors are ‘made whole.’ For investors, it matters because it protects expected returns on callable or early-redeemable debt and affects the effective yield and price sensitivity of those bonds.

Consolidated Total Net Leverage Ratio financial

"will not increase our Consolidated Total Net Leverage Ratio (as defined in our Senior Credit Agreement)"

A consolidated total net leverage ratio measures a company’s total debt minus cash divided by its recurring earnings, calculated across all of its consolidated entities. Think of it as how many years of the company’s operating profit would be needed to pay off its net debt; investors use it to gauge financial risk, ability to service loans, and whether debt levels are sustainable relative to the business’s income.

Senior Secured First Lien obligations financial

"The Notes and related guarantees are Gray’s and the guarantors’ senior secured first lien obligations."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 09:26 AM Accepted by SEC EDGAR 07/01/2026 - 09:25 AM

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): July 1, 2026 (June 29, 2026)

Gray Media, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia	001-13796	58-0285030
(State or Other Jurisdiction of Incorporation)	(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 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 June 29, 2026, Gray Media, Inc. (“Gray” or the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with certain accredited investors (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers, in a private placement transaction (the “Offering”), $70.0 million aggregate principal amount of its 7.250% Senior Secured First Lien Notes due 2033 (the “Additional Notes”).

Pursuant to the Purchase Agreement, on June 30, 2026, Gray issued the Additional Notes to the Purchasers. The Additional Notes were issued pursuant to a supplemental indenture (the “Supplemental Indenture”), dated as of June 30, 2026, to that certain indenture, dated as of July 25, 2025, between Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Trustee”) (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”).

The Additional Notes were issued at 100.000% of par plus accrued interest from and including February 15, 2026. The Additional Notes were offered and sold in a private transaction in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder.

A copy of the Form of Note Purchase Agreement is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the complete text of the Form of Note Purchase Agreement.

The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the currently outstanding $775.0 million aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033 (the “Existing Notes” and, together with the Additional Notes, the “Notes”), which were issued in July 2025. The Additional Notes have substantially identical terms to the Existing Notes.

The proceeds of the Additional Notes were used to: (i) fund $40.0 million in purchase price consideration for the first closing under Gray’s acquisition of American Spirit Media, LLC described in Item 8.01 below and (ii) fund Gray’s repurchase of an aggregate of 50,000 shares of Series A Perpetual Preferred Stock of the Company (“Series A Perpetual Preferred Stock”) having an aggregate liquidation preference of $50.0 million for a total purchase price of $30.0 million plus accrued but unpaid dividends.

The terms of the Notes are governed by the Indenture. The Indenture contains covenants that limit the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into certain transactions with affiliates of the Company; (iv) enter into certain transactions that restrict distributions from restricted subsidiaries; (v) sell or otherwise dispose of assets; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

The Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding series of notes, as applicable, issued under such Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the applicable series of notes.

The Notes mature on August 15, 2033. Interest accrues on the Notes from July 25, 2025, and is payable semiannually, on February 15 and August 15 of each year. We may redeem some or all of the Notes at any time after August 15, 2028 at redemption prices specified in the Indenture. We may also redeem up to 40% of the aggregate principal amount of the Notes at 107.250% prior to August 15, 2028 using the net cash proceeds from certain equity offerings, provided, however, that at least 60% of the aggregate principal amount of the Notes originally issued on July 25, 2025 remains outstanding immediately after such redemption. In addition, we may redeem some or all of the Notes at any time prior to August 15, 2028 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a make whole premium set forth in the Indenture. Prior to August 15, 2028, we may redeem up to 10% of the original principal amount of the Notes (including any additional notes) in any calendar year commencing with the calendar year in which the issue date occurs (but no more than three times in total), at a price equal to 103% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the Notes.

The Notes and related guarantees are Gray’s and the guarantors’ senior secured first lien obligations. The Notes and guarantees:

●

rank pari passu in right of payment to all of Gray’s and the guarantors’ existing and future senior, unsubordinated debt;

●

are senior in right of payment to all of Gray’s and the guarantors’ future subordinated debt;

●

are effectively subordinated to any of Gray’s or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting collateral to the extent of the value of such assets;

●

rank pari passu in right of security with all of Gray’s existing and future debt that is secured by a first priority lien on the collateral; and

●

are effectively senior to all existing and future debt that is either unsecured or secured by a lien that is junior to the lien securing the Notes and the guarantees, in each case to the extent of the value of the collateral.

A copy of the Supplemental Indenture is attached to this Current Report as Exhibit 4.2 and is incorporated by reference herein. The Base Indenture and the Form of Notes have been previously filed with the SEC as Exhibits 4.1 and 4.2, respectively, to Gray’s Current Report on Form 8-K filed on July 25, 2025 and are incorporated by reference as if fully set forth within. The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the complete text of the Indenture.

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 7.01

Regulation FD Disclosure.

Notes Offering

On July 1, 2026, Gray issued a press release announcing the sale and issuance of the Additional Notes.

A copy of the press release announcing the sale and issuance of the Additional Notes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Acquisition of American Spirit Media

On July 1, 2026, Gray issued a press release announcing the ASM transaction (described in Item 8.01 below).

A copy of the press release announcing the ASM transaction is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information set forth under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

Acquisition of American Spirit Media

On July 1, 2026, Gray announced that certain subsidiaries and affiliates of Gray had entered into a definitive agreement with American Spirit Media, LLC (“ASM”) to acquire its six television stations for $50.0 million in cash.

On July 1, 2026, Gray and ASM completed the first of two closings of the ASM transaction through which, among other things, Gray paid $40.0 million to ASM and commenced a limited local management agreement for the stations.

Repurchase of Series A Perpetual Preferred Stock

On July 1, 2026, Gray announced that it repurchased, using a portion of the proceeds from the Offering, 50,000 shares of its Series A Perpetual Preferred Stock, having an aggregate liquidation preference of $50.0 million for a total purchase price of $30.0 million plus accrued and unpaid dividends.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

4.1	Indenture, dated as of July 25, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to Gray’s Current Report on Form 8-K filed with the SEC on July 25, 2025).
4.2	First Supplemental Indenture, dated as of June 30, 2026, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent.
4.3	Form of 7.250% Senior Secured First Lien Note due 2033 (included in Exhibit 4.1).
10.1	Form of Note Purchase Agreement.
99.1	Press Release issued by Gray Media, Inc. - July 1, 2026 announcing the closing of the Offering.
99.2	ASM Press Release issued by Gray Media, Inc. - July 1, 2026 announcing the ASM transaction.
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.

Exhibit 99.1

Gray Media Completes Offering of $70 Million of Additional 7.250% Senior Secured First Lien Notes due 2033 and Repurchases $50 million of Series A Preferred Stock

Atlanta, Georgia– July 1, 2026 – On June 30, 2026, Gray Media, Inc. (“Gray,” the “Company,” “we” or “our”) closed a private placement of $70 million of aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033 (the “Additional Notes”). The Additional Notes were sold to accredited investors at a price of par plus accrued interest from and including February 15, 2026.

The proceeds of the Additional Notes were used: (i) to fund $40 million in purchase price consideration for the first closing under Gray’s American Spirit Media, LLC transaction announced earlier today and (ii) to fund the Company’s repurchase of an aggregate of 50,000 shares of Series A Perpetual Preferred Stock of the Company having an aggregate liquidation preference of $50 million for a total purchase price of $30 million plus accrued but unpaid dividends.

Following the completion of these transactions, we have outstanding $845 million of aggregate principal amount of 7.250% Senior Secured First Lien Notes due 2033 and 600,000 shares of our Series A Perpetual Preferred Stock with an aggregate liquidation preference of $600 million.

The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the outstanding $775 million aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033 (the “Existing Notes”), which were issued in July 2025. The Additional Notes have substantially identical terms to the Existing Notes. The Additional Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. The Additional Notes and related guarantees were offered and sold in a private transaction in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and the provisions of Regulation D thereunder.

About Gray Media:

Gray Media, Inc. (NYSE: GTN) is a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets. As of May 15, 2026, 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 of such markets that were measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 46 markets and 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.

Gray Contact:

Jeffrey R. Gignac, Executive Vice President and Chief Financial Officer, 404-504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

Alan Gould, Vice President, Investor Relations, 404-266-8333

# # #

Exhibit 99.2

Gray Media Agrees to Purchase American Spirit Media’s Television Stations

Atlanta, Georgia– July 1, 2026 - Gray Media, Inc. (“Gray”) has reached an agreement with American Spirit Media, LLC (“American Spirit”) to acquire its six television stations for $50 million.

The American Spirit stations are as follows:

Rank	Market	Station	Affiliation
81	Toledo, OH	WUPW	FOX
100	Jackson, MS	WDBD	FOX
125	Wilmington, NC	WSFX-TV	FOX
126	Columbus, GA	WXTX	FOX
149	Wichita Falls, TX	KAUZ-TV	CBS
176	Lake Charles, LA	KVHP	FOX

For more than a decade, Gray (including a predecessor company, Raycom Media) has provided back-office services to five of these stations as well as local news to four of these stations through our own local stations in these markets. Going forward in each of these markets, we expect to leverage our news, sales, and sports strategies for the benefit of the local communities and the public interest.

Earlier today, the parties completed the first of two closings of the transaction through which, among other things, Gray paid $40 million to American Spirit and commenced a limited local management agreement for the stations. The consideration for the first of the two closings was funded with a portion of the proceeds of a private placement of $70 million of aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033, which was completed on June 30, 2026.

Gray anticipates utilizing cash on hand to complete the second and final portion of the transaction in the fourth quarter of this year following receipt of regulatory approvals and other customary closing conditions, at which time the local management agreement will end.

Consistent with each of Gray’s other television station transactions announced over the past 12 months, the American Spirit transaction furthers our commitment to pursuing prudent tuck-in acquisitions that strengthen our local presence and expand our scale, including establishing two-station footprints in attractive markets. We anticipate that the acquisition - together with the debt issuance and preferred stock redemption that Gray is also announcing today - will be cash flow accretive, will not increase our Consolidated Total Net Leverage Ratio (as defined in our Senior Credit Agreement), and will support our ongoing efforts to improve our balance sheet.

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,” “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, which in some instances are beyond Gray’s control, include the inability to complete the proposed transaction within the expected timeframe, or at all, receipt of required regulatory approvals, the anticipated benefits of the transaction and other future events. Gray is subject to additional risks and uncertainties described in its 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 www.sec.gov. 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.

About Gray Media:

Gray Contact:

Jeffrey R. Gignac, Executive Vice President and Chief Financial Officer, 404-504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

Alan Gould, Vice President, Investor Relations, 404-266-8333

# # #

Source: View Original Filing on SEC EDGAR

Gray Media issued $70 million of 7.250% Senior Secured First Lien Notes due 2033. The notes were sold at par plus accrued interest and form a single series with $775 million of existing notes, resulting in $845 million of these notes outstanding after the transaction.

Gray used the proceeds for an acquisition payment and a preferred stock repurchase. The company funded $40 million of the purchase price for six American Spirit Media stations and paid $30 million plus accrued dividends to repurchase 50,000 Series A Perpetual Preferred shares.

The notes bear 7.250% interest and mature on August 15, 2033. Interest accrues from July 25, 2025 and is payable semiannually on February 15 and August 15. Various redemption options and covenants are specified in the governing Indenture and supplemental indenture.

Gray agreed to acquire six American Spirit Media television stations for $50 million in cash. The first closing occurred with a $40 million payment and a limited local management agreement, with a second closing expected after regulatory approvals and customary conditions are satisfied.

Gray repurchased 50,000 Series A Perpetual Preferred shares. These shares carried a $50 million aggregate liquidation preference and were bought for $30 million plus accrued and unpaid dividends, leaving 600,000 shares outstanding with a $600 million aggregate liquidation preference.

Gray anticipates the acquisition, new debt and preferred redemption will be cash flow accretive and not increase its Consolidated Total Net Leverage Ratio. That statement references the leverage definition in its Senior Credit Agreement and reflects management’s balance sheet objectives.

Gray Media, Inc.

July 1, 2026

/s/ Jeffrey R. Gignac

Jeffrey R. Gignac

Executive Vice President and
Chief Financial Officer