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Gray Media (NYSE: GTN) completes $171M acquisition of Allen TV stations

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Form Type
8-K

Rhea-AI Filing Summary

Gray Media, Inc. completed its previously announced acquisition of television stations from Allen Media Group for a total purchase price of $171 million plus working capital adjustments, funded with cash on hand.

The company first acquired the “Allen 3” stations on March 27, 2026 for $56 million, then closed on additional stations in seven overlap markets on May 1, 2026 for $115 million. These Allen Media Stations expand Gray’s footprint into new and overlapping markets while adding multiple ABC, CBS, FOX, NBC and independent affiliates.

Gray obtained from the SEC, under Rule 3-13 of Regulation S-X, a waiver from providing full Rule 3-05 financial statements and Article 11 pro forma information for the acquired stations. Instead, it will file an audited Statement of Assets Acquired and Liabilities Assumed no later than 71 days after the required filing date.

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Insights

Gray expands station portfolio with a $171M all-cash acquisition while using an SEC reporting waiver.

Gray Media has closed acquisitions of the Allen Media Stations for a combined $171 million, paid in cash. The deal adds stations in ten markets, including three new markets and seven overlap markets, broadening Gray’s already large local TV and digital footprint.

The company secured an SEC waiver under Rule 3-13 of Regulation S-X, allowing it to substitute an audited Statement of Assets Acquired and Liabilities Assumed for full Rule 3-05 financials and Article 11 pro formas. This keeps compliance focused on the acquired assets’ balance sheet rather than full historical results.

Gray plans to file the required audited statement within 71 days of the date the report is required to be filed. Subsequent periodic reports will show how the Allen Media Stations contribute to revenues, margins and cash flows across Gray’s 117 markets that reach about 37% of U.S. television households.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Allen 3 purchase price $56 million Paid on March 27, 2026 for WTVA, WTHI, WLFI plus working capital adjustments
Additional stations purchase price $115 million Paid on May 1, 2026 for remaining Allen Media Stations plus working capital adjustments
Total Allen transactions $171 million Combined purchase price for all Allen Media stations as stated in the press release
Full-power TV markets served 117 markets Gray Media’s U.S. local television footprint
U.S. TV household reach 37% Approximate share of U.S. television households reached by Gray’s markets in 2025
Top-rated station markets 80 markets Markets where Gray owns the top-rated television station
First or second rated markets 100 markets Markets with the first and/or second highest rated station among 116 Nielsen-measured in 2025
Telemundo affiliate markets 47 markets Size of Gray’s Telemundo affiliate group
Regulation S-X regulatory
"a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X"
A set of U.S. securities rules that prescribes how public companies must prepare, present and have audited their financial statements and related exhibits. It lays out formats, required schedules and minimum disclosure standards so financial reports follow a consistent structure. For investors, this consistency and verification act like a standard recipe and inspection checklist, making financial statements easier to compare, trust and use for valuation decisions.
Rule 3-13 regulatory
"obtained from the Securities and Exchange Commission, pursuant to its authority under Rule 3-13 under Regulation S-X"
Rule 3-05 regulatory
"a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements"
Article 11 regulatory
"a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements"
Statement of Assets Acquired and Liabilities Assumed financial
"the SEC has permitted the substitution of an audited Statement of Assets Acquired and Liabilities Assumed"
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On May 1, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Understanding 8-K Material Events →
false 0000043196 0000043196 2026-05-01 2026-05-01 0000043196 gtn:ClassACommonStockNoParValueCustomMember 2026-05-01 2026-05-01 0000043196 gtn:CommonStockNoParValueCustomMember 2026-05-01 2026-05-01
 
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): May 7, 2026 (May 1, 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 2.01. Completion of Acquisition or Disposition of Assets.
 
On May 1, 2026, Gray Media, Inc. (the “Company”) completed its previously announced transactions with Allen Media Group, Inc. (“AMG”).
 
The Company had previously acquired all of the assets of WTVA (ABC/NBC) in Columbus-Tupelo, Mississippi, WTHI (CBS/FOX) in Terre Haute, Indiana, and WLFI (CBS) in West Lafayette, Indiana (collectively, the “Allen 3”) from AMG on March 27, 2026, for a purchase price of $56 million plus working capital adjustments, which was funded using the Company’s available cash on hand.
 
On May 1, 2026, the Company acquired the assets of WAAY (ABC) in Huntsville, Alabama, WSIL (ABC) in Paducah, Kentucky, Cape Girardeau, Missouri, and Harrisburg, Illinois, WEVV (CBS/FOX) in Evansville, Indiana, WFFT (FOX) in Ft. Wayne, Indiana, WCOV (FOX) and WIYE (IND) in Montgomery, Alabama, KADN (FOX) and KLAF (NBC) in Lafayette, Louisiana, and WREX (NBC) in Rockford, Illinois (collectively, together with the Allen 3, the “Allen Media Stations”) from AMG for a purchase price of $115 million plus working capital adjustments, which was funded using the Company’s available cash on hand.
 
In connection with the acquisition of the Allen Media Stations, the Company obtained from the Securities and Exchange Commission (the “SEC”), pursuant to its authority under Rule 3-13 under Regulation S-X, a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements of the Allen Media Stations and pro forma financial information relating to the acquisition. In lieu of such information, pursuant to the waiver, the SEC has permitted the substitution of an audited Statement of Assets Acquired and Liabilities Assumed. The Company will file such financial statements no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
 
Item 7.01 Regulation FD Disclosure.
 
On May 1, 2026, the Company issued a press release (the “Press Release”) announcing the closing of the transactions with AMG. The Press Release attached hereto as Exhibit 99.1 is incorporated into this Item 7.01 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 9.01 Financial Statements and Exhibits.
 
(a)
Financial Statements of Businesses Acquired
 
The information contained in Item 2.01 above is hereby incorporated by reference.
 
(b)
Pro Forma Financial Information
 
The information contained in Item 2.01 above is hereby incorporated by reference.
 
(d)
Exhibits
 
 
99.1
Press Release issued by Gray Media, Inc. - on May 1, 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.
  
     
May 7, 2026
By:
/s/ Jeffrey R. Gignac
  
   
Name:
Jeffrey R. Gignac
  
   
Title:
Executive Vice President and
Chief Financial Officer
  
 
 

Exhibit 99.1

 

a01.jpg
  
a02.jpg

 

Gray Media and Byron Allen’s Allen Media Group Closed Station Transactions

 

Atlanta, Georgia– May 1, 2026 - Gray Media, Inc. and Byron Allen’s Allen Media Group, Inc. announced today that the parties have closed on both of their previously announced transactions for a total purchase price of $171 million plus working capital adjustments.  In particular, Gray acquired stations located in three new markets for Gray on March 26, 2026, and Gray acquired stations in the remaining seven overlap markets today.

 

 

 

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 serving 117 full-power television markets that collectively reach approximately 37% of US television households. The portfolio includes 80 markets with the top-rated television station and 100 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 47 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. For more information, please visit www.graymedia.com.

 

About Allen Media Group:

 

Chairman and CEO Byron Allen founded Allen Media Group in 1993. Headquartered in Los Angeles, it has offices in New York and Atlanta. Allen Media Group owns/operates 28 ABC-NBC-CBS-FOX network affiliate broadcast television stations in 21 U.S. markets and ten 24-hour HD television networks serving nearly 300 million subscribers: THE WEATHER CHANNEL, PETS.TV, COMEDY.TV, RECIPE.TV, CARS.TV, ES.TV, MYDESTINATION.TV, JUSTICECENTRAL.TV, THEGRIO TELEVISION NETWORK, and HBCU GO. Allen Media Group also owns the digital streaming platforms HBCU GO, SPORTS.TV, THEGRIO, THE WEATHER CHANNEL STREAMING APP, and LOCAL NOW--the free-streaming AVOD service, which delivers real-time, hyper-local news, weather, traffic, sports, and lifestyle information. Allen Media Group also produces, distributes, and sells advertising for 74 television programs, making it one of the largest independent producers/distributors of first-run syndicated television programming for broadcast television stations. With a library of over 7,000 hours of owned content across multiple genres, Allen Media Group provides video content to broadcast television stations, cable television networks, mobile devices, and multimedia digital. Allen Media Group’s mission is to provide excellent content to its viewers, global platforms, and Fortune 500 advertising partners. For more information, visit: www.allenmedia.tv

 

 

Gray Contact:

 

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

 

 

Allen Media Group Contact:

 

Eric Peterkofsky, Executive Vice President, Talent & Public Relations, 310-277-3500

 

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Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Gray Media (GTN) complete with Allen Media Group?

Gray Media completed the acquisition of multiple television stations from Allen Media Group for a total purchase price of $171 million plus working capital adjustments. The deal closed in two steps, adding stations in both new and overlapping markets to Gray’s local broadcasting portfolio.

How much did Gray Media pay for the Allen Media Stations, and how was it funded?

Gray Media paid $56 million for three stations in March 2026 and $115 million for additional stations on May 1, 2026, totaling $171 million plus working capital adjustments. The company funded both transactions entirely with available cash on hand, without reference here to new financing.

Which stations are included in Gray Media’s acquisition from Allen Media Group?

The acquired Allen Media Stations include WTVA, WTHI, WLFI, WAAY, WSIL, WEVV, WFFT, WCOV, WIYE, KADN, KLAF, and WREX. These outlets span markets in Mississippi, Indiana, Alabama, Kentucky, Missouri, Illinois, and Louisiana, across ABC, CBS, FOX, NBC and independent affiliations.

What SEC reporting relief did Gray Media obtain for the Allen Media acquisition?

Gray Media obtained an SEC waiver under Rule 3-13 of Regulation S-X from the requirements of Rule 3-05 and Article 11. Instead of full acquired-business financials and pro formas, Gray will file an audited Statement of Assets Acquired and Liabilities Assumed for the Allen Media Stations.

How large is Gray Media’s overall broadcasting footprint after this transaction?

Gray Media describes itself as the nation’s largest owner of top-rated local television stations and digital assets, serving 117 full-power television markets. These markets collectively reach approximately 37% of U.S. television households, including 80 markets with the top-rated station and 100 with first or second highest ratings.

Filing Exhibits & Attachments

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Press Releases

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