Gray Media (GTN) Co-CEO reports stock award and tax-withholding share disposal

Rhea-AI Filing Summary

GRAY MEDIA, INC President and Co-CEO D. Patrick LaPlatney reported equity award activity in company stock. On February 28, 2026, he acquired 51,323 shares of common stock at a stated price of $0.00 per share through a grant/award acquisition tied to a three-year performance period. The footnotes explain this represents issuance and vesting of shares above a previously reported target restricted stock award after performance was certified.

On the same date, he disposed of 180,613 shares of common stock at $5.19 per share in a tax-withholding disposition used for net settlement of the award, rather than an open-market sale. Following these direct transactions, he held 1,452,065 common shares directly, and 2,033 shares indirectly through 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^*

LaPlatney D Patrick

(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
X	Officer (give title below)		Other (specify below)
	President and Co-CEO

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		51,323(1)	A	$0.00	1,632,678	D
Common Stock	02/28/2026		F		180,613(2)	D	$5.19	1,452,065	D
Common Stock								2,033(3)	I	By 401(k) Plan

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.

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

	/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).
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FAQ

What insider transactions did GTN’s D. Patrick LaPlatney report?

D. Patrick LaPlatney reported a stock award vesting and a related tax-withholding share disposition. He received 51,323 Gray Media common shares via a performance-based restricted stock award and surrendered 180,613 shares at $5.19 per share to cover tax obligations through net settlement.

Was the Gray Media (GTN) Form 4 transaction an open-market stock sale?

The Form 4 does not show an open-market sale by LaPlatney. The 180,613-share disposition at $5.19 per share is described as payment of tax liability by delivering shares in a net settlement, which differs from selling shares directly on the open market.

How many Gray Media (GTN) shares does D. Patrick LaPlatney hold after this Form 4?

After the reported transactions, LaPlatney directly holds 1,452,065 Gray Media common shares. The filing also shows an additional 2,033 shares held indirectly through a 401(k) plan balance, reflecting retirement account holdings associated with his employment.

What triggered the Gray Media (GTN) stock award reported in this Form 4?

The stock award relates to a three-year performance-based restricted stock program. The filing states that shares were issued and vested above the target award after the performance period ended and performance was certified, building on shares previously reported as the initial target award.

What do the tax-withholding shares on the Gray Media (GTN) Form 4 represent?

The tax-withholding shares represent forfeited stock to cover tax obligations. The Form 4 explains that 180,613 restricted shares were forfeited for the purpose of net settlement, effectively satisfying tax liabilities by delivering shares instead of paying cash taxes.