Gray Media CEO reports restricted stock grant

GRAY MEDIA, INC Chairman, President & CEO Hilton H. Howell Jr. reported an indirect acquisition of 30,741 shares of common stock coded as a grant or award.

Rhea-AI Filing Summary

GRAY MEDIA, INC Chairman, President & CEO Hilton H. Howell Jr. reported an indirect acquisition of 30,741 shares of common stock coded as a grant or award. The shares are restricted stock granted to his spouse and vest in full on April 30, 2027.

Following this grant, his spouse’s indirect common stock holdings total 171,595 shares. Additional entries in the filing update reported direct and indirect ownership across a 401(k) plan, trusts for children, spouse, and Class A common stock accounts, without indicating open-market purchases or sales.

Insider Trade Summary

Grant/Award: 30,741 shares

Grant/Award 9 txns

Insider HOWELL HILTON H JR

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	30,741	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 171,595 shares (Indirect, Spouse); Class A Common Stock — 8,485,908 shares (Direct); Class A Common Stock — 81,635 shares (Indirect, Spouse); Class A Common Stock — 500 shares (Indirect, Children); Class A Common Stock — 999,000 shares (Indirect, Trust F/B/O Children); Common Stock — 832,500 shares (Indirect, Trust F/B/O Children); Common Stock — 617,609 shares (Direct); Common Stock — 18,597 shares (Indirect, By 401(k) Plan)

Footnotes (2)

1. F1. Amounts reflect the reporting person's balance in the 401(k) Plan.
2. F2. Represents grant of restricted stock, which vests in full on April 30, 2027.

Key Figures

Restricted stock grant: 30,741 shares Spouse indirect holdings after grant: 171,595 shares Direct Common Stock holding: 617,609 shares +4 more

7 metrics

Restricted stock grant 30,741 shares Common Stock grant to spouse; vests April 30, 2027

Spouse indirect holdings after grant 171,595 shares Common Stock held indirectly through spouse after award

Direct Common Stock holding 617,609 shares Common Stock held directly by reporting person

Trust Common Stock holding 832,500 shares Common Stock held indirectly via trust for benefit of children

Direct Class A Common holding 4,008,929 shares Class A Common Stock held directly by reporting person

Spouse Class A Common holding 81,635 shares Class A Common Stock held indirectly via spouse

401(k) Plan holding 18,597 shares Common Stock balance in 401(k) Plan account

Key Terms

restricted stock, 401(k) Plan, indirect ownership, Form 4

4 terms

restricted stock financial

"Represents grant of restricted stock, which vests in full on April 30, 2027."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

401(k) Plan financial

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

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

indirect ownership financial

"Indirect holdings are reported through spouse, trusts, children, and other related accounts."

Form 4 regulatory

"The insider transaction is disclosed on Form 4 for GRAY MEDIA, INC."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GRAY MEDIA, INC (GTN) report for Hilton H. Howell Jr.?

GRAY MEDIA, INC reported that Hilton H. Howell Jr. had an indirect acquisition of 30,741 shares of common stock. The Form 4 classifies this as a grant or award of restricted stock to his spouse, with no purchase price shown in the filing.

How many Gray Media (GTN) shares were granted in the reported restricted stock award?

The filing shows a grant of 30,741 shares of Gray Media common stock. These shares are described as restricted stock awarded to the CEO’s spouse and will vest in full on April 30, 2027, according to the accompanying footnote disclosure.

When do the new Gray Media (GTN) restricted stock shares vest?

The restricted stock granted in this Form 4 is scheduled to vest in full on April 30, 2027. This single vesting date applies to the entire 30,741-share award reported as an indirect holding through the CEO’s spouse.

How many Gray Media (GTN) shares does the CEO’s spouse hold after this grant?

After the 30,741-share restricted stock grant, the CEO’s spouse indirectly holds 171,595 shares of Gray Media common stock. This total reflects the updated balance following the award, as disclosed in the Form 4 transaction table.

Does the Gray Media (GTN) Form 4 show any open-market buys or sells by the CEO?

The Form 4 primarily records a restricted stock grant and multiple holding entries. The coded acquisition is a grant or award, and the remaining lines update direct and indirect ownership balances rather than disclosing open-market purchases or sales.

What types of Gray Media (GTN) accounts and entities hold shares for the CEO?

Reported holdings include a 401(k) plan balance, direct common and Class A common stock positions, and indirect stakes via trusts for children, spouse, and children’s accounts. These entries outline how the CEO’s Gray Media equity interests are structured across entities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/08/2026 - 07:00 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 GEORGIA 30319

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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

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

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

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								4,476,979	D
Class A Common Stock								4,008,929	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								18,597(1)	I	By 401(k) Plan
Common Stock	05/06/2026		A		30,741(2)	A	$0	171,595	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. Amounts reflect the reporting person's balance in the 401(k) Plan.

2. Represents grant of restricted stock, which vests in full on April 30, 2027.

	/s/ Ginger Davis by Power of Attorney	05/08/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)