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Gray Media (NYSE: GTN) plans 2034 debt to redeem 10.5% 2029 notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gray Media, Inc. is undertaking a private debt financing, having priced an offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034. The notes were priced at 100% of par, with closing expected on August 21, 2026, subject to customary conditions.

Gray states that proceeds from the notes will be used to redeem a portion of its outstanding 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. The notes will be guaranteed, on a senior secured first lien basis, by each existing and future restricted subsidiary that guarantees Gray’s existing senior credit facility.

The notes and related guarantees are being offered only to qualified institutional buyers under Rule 144A and to certain non‑U.S. persons under Regulation S, and will not be registered under the Securities Act or other securities laws. Gray emphasizes that this communication does not constitute a notice of redemption for the 2029 notes or an offer to sell or solicit an offer to buy the new notes.

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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.
New notes principal amount $750 million Aggregate principal amount of 7.500% senior secured first lien notes due 2034
Coupon rate on new notes 7.500% Interest rate on senior secured first lien notes due 2034
Maturity of new notes 2034 Maturity year of the new senior secured first lien notes
Existing notes coupon 10.500% Coupon on outstanding senior secured first lien notes due 2029 to be partially redeemed
Expected closing date August 21, 2026 Expected closing date of the $750 million notes offering, subject to conditions
Pricing level 100% of par Issue price of the 7.500% senior secured first lien notes due 2034
senior secured first lien notes financial
"pricing of its previously announced private offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034"
Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.
qualified institutional buyers financial
"offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
restricted subsidiary financial
"guaranteed, jointly and severally, on a senior secured first lien basis, by each existing and future restricted subsidiary of Gray"

FAQ

What did Gray Media (GTN) announce in its August 2026 Form 8-K?
Gray Media announced pricing of a $750 million private offering of 7.500% senior secured first lien notes due 2034. The company expects the offering to close on August 21, 2026, subject to customary closing conditions, and outlined specific planned uses of proceeds.

What are the key terms of Gray Media’s (GTN) new notes due 2034?
Gray Media’s new notes are 7.500% senior secured first lien notes due 2034, with an aggregate principal amount of $750 million and priced at 100% of par. They will be guaranteed on a senior secured first lien basis by restricted subsidiaries that guarantee Gray’s existing senior credit facility.

How will Gray Media (GTN) use the proceeds from the $750 million notes offering?
Gray Media plans to use the proceeds to redeem a portion of its 10.500% senior secured first lien notes due 2029, repay a portion of borrowings under its revolving credit facility, and pay fees and expenses related to the offering, according to the company’s disclosure.

Who can buy Gray Media’s (GTN) new 7.500% notes?
The new notes and related guarantees are offered only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be offered or sold in the United States without an applicable registration or exemption.

Does Gray Media’s (GTN) announcement constitute a notice of redemption for its 2029 notes?
No. Gray Media states that this communication does not constitute a notice of redemption with respect to the 10.500% senior secured first lien notes due 2029 and is not an offer to sell or a solicitation of an offer to buy the new notes.

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Understanding 8-K Material Events →
false 0000043196 0000043196 2026-08-17 2026-08-17 0000043196 gtn:ClassACommonStockNoParValueCustomMember 2026-08-17 2026-08-17 0000043196 gtn:CommonStockNoParValueCustomMember 2026-08-17 2026-08-17
 
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): August 17, 2026 (August 17, 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 8.01
Other Events.
 
On August 17, 2026, Gray Media, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that it priced an offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034 (the “Notes”), pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”).
 
The Notes are being offered to (i) redeem a portion of the Company’s outstanding 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay a portion of outstanding borrowings under the Company’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering. A copy of the Press Release, which was issued in connection with the pricing of this offering of Notes and pursuant to and in accordance with Rule 135c under the Securities Act, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Neither the Press Release nor this Current Report on Form 8-K constitutes a notice of redemption with respect to the 2029 Notes or an offer to sell or the solicitation of an offer to buy the Notes. The Notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
99.1
 
Press Release issued by Gray Media, Inc., on August 17, 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.
 
 
 
August 17, 2026
By:
/s/ Jeffrey R. Gignac
 
 
Name:
Jeffrey R. Gignac
 
 
Title:
Executive Vice President and
Chief Financial Officer
 

Exhibit 99.1

 

g01.jpg

 

NEWS RELEASE

 

Gray Announces Pricing of

$750 Million of 7.500% Senior Secured First Lien Notes due 2034

 

Atlanta, Georgia – August 17, 2026. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today the pricing of its previously announced private offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034 (the “Notes”). The Notes were priced at 100% of par. The offering of the Notes is expected to close on August 21, 2026, subject to customary closing conditions.

 

The Notes are being offered to (i) redeem a portion of Gray’s outstanding 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay a portion of outstanding borrowings under Gray’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering.

 

The Notes will be guaranteed, jointly and severally, on a senior secured first lien basis, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.

 

The Notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The 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.

 

This press release does not constitute a notice of redemption with respect to the 2029 Notes or an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

 

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, which in some instances are beyond Gray’s control, include Gray’s ability to consummate the offering of notes or the redemption; the intended use of proceeds of the offering; and other future events. 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:

 

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

# # #

 

4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.graymedia.com

Source: View Original Filing on SEC EDGAR

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