Gray Media (GTN) EVP nets stock award, withholds shares for tax

Rhea-AI Filing Summary

Gray Media EVP Kevin Paul Latek reported equity compensation and related tax withholding in company stock. He acquired 36,818 shares of Common Stock at no cost in a grant and vesting tied to a three-year performance-based restricted stock award that exceeded its target level.

To cover tax obligations through net settlement, he disposed of 306,021 Common Stock shares at $5.19 per share via a tax-withholding transaction, not an open-market sale. After these entries, he directly holds 606,677 Common Stock shares and 53,517 Class A Common Stock shares.

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^*

Latek Kevin Paul

(Last) (First) (Middle)

4370 PEACHTREE ROAD NE

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Chief L & D Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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
Common Stock	02/28/2026		A		36,818(1)	A	$0.00	912,698	D
Common Stock	02/28/2026		F		306,021(2)	D	$5.19	606,677	D
Class A Common Stock								53,517	D

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 issuance and vesting of shares above target award related to restricted stock for which the three-year performance period has ended and performance has been certified. The Reporting Person previously reported shares that constitute a target award.

2. Represents forfeiture of restricted stock for the purpose of net settlement.

	/s/ Ginger Davis by Power of Attorney	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Gray Media (GTN) EVP Kevin Paul Latek report?

Kevin Paul Latek reported a grant and vesting of performance-based restricted stock and related tax withholding. He received 36,818 Common Stock shares at no cost, then surrendered 306,021 shares at $5.19 each to satisfy tax obligations through net settlement, not via market sales.

How many Gray Media (GTN) shares did the EVP receive in the latest award?

He received 36,818 Common Stock shares. The filing explains this represents issuance and vesting above the target award for a three-year performance-based restricted stock grant, after the performance period ended and results were certified, on top of previously reported target-level shares.

Did Gray Media (GTN) EVP Latek sell shares on the open market?

The filing shows no open-market sale. Instead, 306,021 Common Stock shares were forfeited at $5.19 per share to cover the exercise price or tax liabilities via net settlement, classified under transaction code F for tax-withholding disposition of restricted stock.

What are Kevin Paul Latek’s Gray Media (GTN) shareholdings after these transactions?

After the reported transactions, he directly holds 606,677 shares of Common Stock and 53,517 shares of Class A Common Stock. These totals reflect the performance-based award issuance, vesting, and the shares withheld for tax purposes as described in the footnotes.

What does transaction code A mean in this Gray Media (GTN) Form 4?

Transaction code A indicates a grant, award, or other acquisition of securities. In this case, it covers the issuance and vesting of 36,818 Common Stock shares from a three-year performance-based restricted stock award that exceeded the previously disclosed target award level.

What does transaction code F signify in the Gray Media (GTN) insider filing?

Code F indicates payment of exercise price or tax liability by delivering securities. Here, 306,021 Common Stock shares were forfeited for net settlement to cover taxes linked to restricted stock vesting, meaning they were withheld rather than sold through a market transaction.