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  4. [D] GRAY MEDIA, INC SEC Filing

Gray Media, Inc. (GTN) completes $70M exempt private debt offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Gray Media, Inc., a Georgia corporation and subsidiary of Gray Television, Inc., reported a private exempt offering of debt securities under Regulation D Rule 506(b). The issuer falls in the revenue category of over $100,000,000.

The notice shows $70,000,000 of debt securities had been sold as of the date reported, with $0 remaining to be sold. The date of first sale was June 29, 2026. No finders’ fees were reported, and the notice is signed by Executive Vice President and Chief Financial Officer Jeffrey R. Gignac.

Positive

  • None.

Negative

  • None.
Total Amount Sold $70,000,000 Debt securities sold in the exempt offering
Total Remaining to be Sold $0 Remaining amount in the reported offering
Issuer Revenue Range Over $100,000,000 Issuer size based on revenue range disclosure
Exemption Relied Upon Rule 506(b) Regulation D exemption claimed for the offering
Finders' Fees $0 Reported finders' fees associated with the offering
Date of First Sale 2026-06-29 Initial sale date for securities in this offering
Signature Date 2026-07-06 Date the notice was signed by the CFO
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
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.
Rule 506(b) regulatory
"the issuer is not disqualified from relying on Rule 504 or Rule 506"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
accredited investors regulatory
"sold to persons who do not qualify as accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Investment Company Act of 1940 regulatory
"the Investment Company Act of 1940, or the Investment Advisers Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
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FAQ

What type of securities is Gray Media, Inc. (GTN) offering in this notice?
Gray Media, Inc. is offering debt securities in a private exempt transaction. The notice specifies the security type as debt, not equity or warrants, under a Regulation D Rule 506(b) exemption.

How much capital did Gray Media, Inc. (GTN) raise in the exempt offering?
Gray Media, Inc. sold $70,000,000 of debt securities in this exempt offering. The total remaining to be sold is reported as $0, indicating the entire planned amount was sold as of the notice date.

Which SEC exemption does Gray Media, Inc. (GTN) rely on for this offering?
The company relies on Regulation D Rule 506(b) for this exempt offering. Rule 506(b) permits certain private placements without full SEC registration, subject to investor qualifications and other regulatory conditions described in Regulation D.

What is the revenue size category of Gray Media, Inc. (GTN) in this notice?
Gray Media, Inc. reports being in the revenue category of over $100,000,000. This issuer size disclosure helps investors understand the scale of the business relative to the $70,000,000 private debt offering.

When did Gray Media, Inc. (GTN) first sell securities in this offering?
The date of first sale in this private offering was June 29, 2026. This marks when investors first purchased the debt securities covered by the notice of exempt offering submitted by Gray Media, Inc.

Did Gray Media, Inc. (GTN) report any finders’ fees in connection with this offering?
The notice reports $0 in finders’ fees for the offering. This means no separate finder compensation is disclosed in connection with the $70,000,000 of debt securities sold under the Regulation D exemption.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0000043196
GRAY TELEVISION INC
GRAY COMMUNICATIONS SYSTEMS INC /GA/
GRAY COMMUNICATIONS CORP
Gray Television, Inc.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
GRAY MEDIA, INC
Jurisdiction of Incorporation/Organization
GEORGIA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GRAY MEDIA, INC
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Atlanta GEORGIA 30319 404-504-9828

3. Related Persons

Last Name First Name Middle Name
Howell, Jr. Hilton H.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
LaPlatney Donald P.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Gignac Jeffrey R.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Latek Kevin P.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McNamara Sandra Breland
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Newton Howell W.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Boger Richard L.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Garcia Luis A.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hare Richard B.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Howell Robin R.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McClain Lorraine
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McTear Paul H.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Spainhour, Jr. Sterling A.
Street Address 1 Street Address 2
4370 Peachtree Road, NE
City State/Province/Country ZIP/PostalCode
Atlanta GEORGIA 30319
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
X Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
X Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-06-29 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
X Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $70,000,000 USD
or Indefinite
Total Amount Sold $70,000,000 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
GRAY MEDIA, INC /s/ Jeffrey R. Gignac Jeffrey R. Gignac Executive Vice President, Chief Financial Officer 2026-07-06

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR