Gray Media plans $150M conditional notes redemption

The planned note redemption is conditional on loan funding and carries a price of 105.250% of principal, plus accrued and unpaid interest.

Rhea-AI Filing Summary

Gray Media, Inc. (GTN) amended its senior credit facility to add a $75 million delayed-draw increase to Term Loan G, bringing the loan’s aggregate principal amount to $675 million. The increase is available upon satisfaction of customary closing conditions expected on or before October 19, 2026, and the loan is due July 15, 2030. Gray expects the proceeds, together with cash on hand, to fund a planned $150 million partial redemption of its 10.500% senior secured notes due 2029 and pay related fees and expenses.

The redemption is conditioned on funding the increase, and Gray intends to redeem the notes on October 19, 2026, at 105.250% of principal, plus accrued and unpaid interest. Upon consummation, Gray expects $200 million of 2029 Notes and $675 million of Term Loan G outstanding. The loan bears interest, at Gray’s option, at Term SOFR plus a 3.50% margin or the Base Rate plus a 2.50% margin, and requires quarterly principal reductions equal to 0.25% of its initial aggregate principal amount.

Filing Explained

Leverage test applies only if revolving loans are outstanding or, at quarter-end, more than fifty million dollars of undrawn letters of credit are not cash-collateralized.

The filing says obligations under the senior credit facility continue to be secured by substantially all of Gray's assets and certain wholly owned domestic subsidiaries' assets, excluding real estate. Certain such subsidiaries also guarantee the debt, and Gray's ownership interests in them are pledged.

The facility also has affirmative and negative covenants restricting matters including liens, indebtedness, investments, asset dispositions, debt prepayments and restricted payments.

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

Incremental Term Loan G: $75 million Term Loan G aggregate principal: $675 million 2029 Notes redemption: $150 million +5 more

8 metrics

Incremental Term Loan G $75 million Delayed-draw increase under the amendment

Term Loan G aggregate principal $675 million After the increase

2029 Notes redemption $150 million Partial redemption intended for October 19, 2026

Redemption price 105.250% of principal Plus accrued and unpaid interest to the redemption date

2029 Notes interest rate 10.500% Senior secured notes due 2029

Expected 2029 Notes outstanding $200 million Upon consummation of the transactions

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

Term Loan G maturity July 15, 2030 Stated due date

Key Terms

delayed draw basis, Term SOFR, Base Rate, fungible, +1 more

5 terms

delayed draw basis financial

"available on a delayed draw basis upon the satisfaction"

A delayed draw basis is a loan or credit facility structure where a lender agrees at the outset to make one or more future advances of cash after the facility is established, with each advance (a "draw") occurring only when the borrower requests it and meets the pre-agreed conditions. The terms that govern each draw — interest rate, fees, covenants and repayment schedule — are set in the original agreement, but interest and principal begin to run only from the actual draw date; lenders commonly charge a commitment or standby fee on undrawn amounts. This is a timing feature of financing (when money is delivered), not a different kind of security or valuation method.

Term SOFR financial

"at either 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

"defined as the greatest of"

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.

fungible financial

"identical to, and fungible with, the Term Loan G"

Fungible describes an asset that is interchangeable with another of the same kind because each unit holds the same value and function. For investors this matters because fungible assets are easier to trade, price, and store—think of cash or grains where one unit can replace another, unlike a unique artwork or a signed collectible which may be worth more or less depending on provenance. Fungibility affects liquidity, market efficiency, and how assets are settled or regulated.

first lien financial

"senior secured first lien notes due 2029"

A first lien is a legal claim that gives a lender the top priority to be repaid from specific collateral if a borrower defaults or liquidates assets. Think of it as being first in line for the proceeds from a sale—investors who hold a first lien are more likely to recover their money than holders of later claims, so these loans generally carry lower risk and different pricing compared with unsecured or subordinated debt.

FAQ

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

What interest terms apply to Gray Media (GTN)’s Term Loan G?

Gray may choose Term SOFR plus a 3.50% applicable margin or the Base Rate plus a 2.50% applicable margin. The Base Rate is the greatest of the administrative agent’s prime rate, the overnight federal funds rate plus 0.50%, and one-month Term SOFR plus 1.00%.

How much of Gray Media (GTN)’s 2029 Notes is expected to remain after the redemption?

Gray expects $200 million of 2029 Notes to remain outstanding upon consummation of the transactions.

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

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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 9, 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 9, 2026, Gray Media, Inc. (the “Company”), entered into an eighth amendment (the “Eighth 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 Eighth Amendment provides for an increase to the aggregate principal amount of the Company’s Term Loan G due July 15, 2030, which was originally issued on October 8, 2026 (the “Term Loan G”), of $75 million (the “Term Loan G Incremental Increase”), resulting in an aggregate principal amount of the Term Loan G of $675 million. The Term Loan G Incremental Increase will be available on a delayed draw basis upon the satisfaction of certain customary closing conditions that are expected to be satisfied on or prior to October 19, 2026. Proceeds from the Term Loan G Incremental Increase, together with cash on hand, are expected to (i) fund the 2029 Notes Redemption (as defined below) and (ii) pay fees and expenses in connection with the Eighth Amendment and the 2029 Notes Redemption.

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 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 Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Eighth 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.

Redemption of 2029 Notes

On October 9, 2026, the Company issued a notice of partial redemption to the holders of the Company’s 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), notifying such holders that the Company intends to redeem $150 million of the 2029 Notes on October 19, 2026 (the “2029 Notes Redemption”). The 2029 Notes Redemption is conditioned upon the funding of the Term Loan G Incremental Increase discussed above. If redeemed, the 2029 Notes will be redeemed at 105.250% of the principal amount thereof, plus accrued and unpaid interest to the redemption date

This Current Report on Form 8-K does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the 2029 Notes.

Press Release

On October 9, 2026, the Company issued a press release (the “Press Release”) announcing the Eighth Amendment and the 2029 Notes Redemption. 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 Eighth Amendment to Credit Agreement, dated as of October 9, 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 9, 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 $75 Million Incremental Term Loan and Redemption of $150 Million of 2029 Notes

Atlanta, GA - October 9, 2026, Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has entered into an incremental amendment to its credit agreement to increase its $600 million term loan due July 15, 2030 (the “Term Loan G”) by $75 million (the “Incremental TLG”). The Incremental TLG will be available on a delayed draw basis upon the satisfaction of certain customary conditions that are expected to be satisfied on or prior to October 19, 2026. Upon funding, the Incremental TLG will be on terms that are identical to, and fungible with, the Term Loan G. The net proceeds from the Incremental TLG, together with cash on hand, are expected to be used to (i) redeem $150 million outstanding principal amount of Gray’s 10.500% senior secured notes due 2029 (the “2029 Notes”) and (ii) pay fees and expenses in connection with the issuance and redemption, which includes the call premium and accrued and unpaid interest on the 2029 Notes being redeemed.

In connection with the entry into the Incremental TLG amendment, on October 9, 2026, Gray also issued a conditional notice of partial redemption to the holders of the 2029 Notes, notifying such holders that Gray intends to redeem $150 million of the 2029 Notes on October 19, 2026 (the “2029 Notes Redemption”). The 2029 Notes Redemption is conditioned upon the funding of the Incremental TLG discussed above. The 2029 Notes will be redeemed at 105.250% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

Upon the consummation of these transactions, Gray expects to have an outstanding aggregate principal amount of $200 million of 2029 Notes and $675 million of Term Loan G.

This press release does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase an of the 2029 Notes.

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, include the funding of the Incremental TLG, Gray’s ability to consummate the 2029 Notes Redemption 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:

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 8.5 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.4 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