Gray Media (NYSE: GTN) director forfeits 28,578 shares for tax settlement

Rhea-AI Filing Summary

Gray Media, Inc. director reports restricted stock forfeiture in a Form 4 insider transaction. On 12/01/2025, the reporting person disposed of 28,578 shares of Class A common stock in a transaction coded "F," which the notes explain represents forfeiture of restricted stock for the purpose of net settlement, typically to cover tax withholding when restricted shares vest.

After this transaction, the director continues to beneficially own a substantial number of Gray Media shares through a mix of direct holdings, a spouse’s holdings, children’s accounts, trusts for the benefit of children, and a 401(k) plan balance.

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 Robin Robinson

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F		28,578(1)	D	$9	3,697,452	I	Spouse
Class A Common Stock								81,635	D
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	I	Spouse
Common Stock								17,972(2)	I	By 401(k) Plan
Common Stock								140,854	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 forfeiture of restricted stock for the purpose of net settlement.

2. Amounts reflect the reporting person's spouses' current balance in the 401(k) Plan.

	/s/ Ginger Davis by Power of Attorney	12/03/2025
	** 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 transaction did Gray Media (GTN) disclose in this Form 4?

The filing reports that a director disposed of 28,578 shares of Gray Media Class A common stock on 12/01/2025 in a transaction coded "F."

What does the 28,578-share transaction mean for Gray Media (GTN)?

The 28,578 Class A shares were forfeited as restricted stock for the purpose of net settlement, which is typically used to cover tax withholding when awards vest.

Is the Gray Media (GTN) insider still a significant shareholder after this Form 4?

Yes. After the forfeiture, the director continues to beneficially own a large position in Gray Media through direct holdings, a spouse’s holdings, children’s accounts, trusts, and a 401(k) plan.

What is transaction code "F" in the Gray Media (GTN) Form 4?

Code "F" indicates a transfer of shares to the issuer to satisfy tax withholding obligations upon the vesting or exercise of an equity award, rather than an open-market sale.

Does the Gray Media (GTN) Form 4 involve any derivative securities?

No derivative securities are reported; the table for derivative securities is present but contains no entries.

How are the Gray Media (GTN) director’s indirect holdings reported?

Indirect beneficial ownership is reported through the director’s spouse, children, trusts for the benefit of children, and a 401(k) plan, with each type of ownership separately identified.