Gray Media (GTN) CEO receives large Class A restricted stock awards

Rhea-AI Filing Summary

HOWELL HILTON H JR reported acquisition or exercise transactions in this Form 4 filing.

Gray Media, Inc. Chairman, President & CEO Howell H. Howell Jr. received two equity awards of Class A common stock on 02/12/2026. Each award covers 327,303 shares at a reference price of $12.16 per share.

One grant is time-based restricted stock that vests in equal portions on 02/28/2027, 02/29/2028, and 02/28/2029. The second represents a target amount of performance-based restricted stock that vests on 02/28/2029 after a three‑year performance period. Following these awards, he directly holds more than 4.3 million Class A shares, with additional indirect holdings through his spouse, children, trusts, and a 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HOWELL HILTON H JR

(Last) (First) (Middle)

4370 PEACHTREE ROAD

SUITE 400

(Street)

ATLANTA GA 30319

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAY MEDIA, INC [ GTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/12/2026		A		327,303(1)	A	$12.16	4,024,755	D
Class A Common Stock	02/12/2026		A		327,303(2)	A	$12.16	4,352,058	D
Class A Common Stock								81,635	I	Spouse
Class A Common Stock								500	I	Children
Class A Common Stock								999,000	I	Trust F/B/O Children
Common Stock								832,500	I	Trust F/B/O Children
Common Stock								617,609	D
Common Stock								18,264(3)	I	By 401(k) Plan
Common Stock								140,854	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock, which vests ratably on 2/28/27, 2/29/28, and 2/28/29.

2. Represents the target value of performance based restricted stock, which vests on 2/28/29, after the end of the three year performance period.

3. Amounts reflect the reporting person's balance in the 401(k) Plan.

	/s/ Ginger Davis by Power of Attorney	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GTN CEO Howell H. Howell Jr. report?

He reported receiving two equity awards of Gray Media Class A common stock, each for 327,303 shares at $12.16 per share. One is time-based restricted stock and the other is performance-based restricted stock subject to a three-year performance period ending in 2029.

How do the new GTN restricted stock awards to the CEO vest?

The time-based restricted stock vests in three equal installments on 02/28/2027, 02/29/2028, and 02/28/2029. The performance-based restricted stock is scheduled to vest on 02/28/2029 after completion of a three-year performance period, subject to meeting performance conditions.

How many GTN Class A shares does the CEO own after the reported grants?

After the reported acquisition transactions, Howell H. Howell Jr. directly beneficially owns 4,352,058 shares of Gray Media Class A common stock. He also has additional indirect Class A holdings through his spouse, children, and trusts, as disclosed in the ownership table.

Are the GTN CEO’s new stock awards open-market purchases or grants?

They are grants of restricted stock, not open-market purchases. The Form 4 uses transaction code “A,” described as a grant, award or other acquisition, and the footnotes confirm these are restricted and performance-based restricted stock awards with specified future vesting dates.

What indirect Gray Media (GTN) shareholdings related to the CEO are disclosed?

Indirect holdings include Class A common stock held by the CEO’s spouse, children, and trusts for the benefit of his children, plus common stock in a 401(k) plan. Each category is listed separately with its own share balance and nature of ownership in the filing.