Gray Media (GTN) COO logs stock award vesting and tax share forfeiture

Rhea-AI Filing Summary

GRAY MEDIA, INC Executive Vice President and COO Sandra Breland McNamara reported mixed equity transactions in company common stock. She acquired 18,989 shares on February 28, 2026 as a grant and vesting related to a three-year performance-based restricted stock award that exceeded the previously reported target amount. On the same date, 124,825 shares were disposed of at $5.19 per share to cover tax obligations through net settlement of restricted stock. After these direct transactions, she held 676,820 shares of common stock directly. Separately, she reported indirect ownership of 2,033 shares held through 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^*

McNamara Sandra Breland

(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)
	Executive Vice President, COO

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		18,989(1)	A	$0.00	801,645	D
Common Stock	02/28/2026		F		124,825(2)	D	$5.19	676,820	D
Common Stock								2,033(3)	I	By 401(k)

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 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 executive Sandra Breland McNamara report?

Sandra Breland McNamara reported a grant and vesting of 18,989 GTN common shares and a tax-related disposition of 124,825 shares on February 28, 2026. These transactions reflect performance-based restricted stock vesting and net share settlement for tax obligations.

Was the GTN insider stock disposition an open-market sale?

The 124,825-share disposition was not an open-market sale; it was a tax-withholding transaction. Shares were forfeited at $5.19 per share to satisfy tax liabilities arising from restricted stock vesting through net settlement, rather than discretionary selling on the market.

How many GTN shares does Sandra Breland McNamara hold after the reported Form 4?

Following the February 28, 2026 transactions, Sandra Breland McNamara directly holds 676,820 GTN common shares. She also reports indirect ownership of 2,033 shares through a 401(k) plan, reflecting her total reported beneficial holdings in the company’s stock.

What triggered the 18,989-share grant to the GTN executive on February 28, 2026?

The 18,989-share grant reflects issuance and vesting of shares above a target restricted stock award. This occurred after completion of a three-year performance period and certification of results, increasing shares beyond the previously reported target award level.

How is the 401(k) plan stock position reported for GTN’s Sandra Breland McNamara?

The Form 4 shows 2,033 GTN shares held indirectly through a 401(k) plan. A footnote clarifies that this amount represents the reporting person’s balance in the 401(k) plan, distinguishing it from her larger directly held common stock position.

What do the tax-withholding GTN share forfeitures represent for the executive?

The 124,825 GTN shares forfeited at $5.19 per share represent shares withheld to net settle taxes. When restricted stock vests, companies often withhold shares instead of cash to cover tax liabilities, resulting in a reported disposition without open-market selling.