Gray Media (GTN) COO awarded 238,147-share restricted stock grant

Rhea-AI Filing Summary

McNamara Sandra Breland reported acquisition or exercise transactions in this Form 4 filing.

Gray Media, Inc. executive Sandra Breland McNamara received a grant of 238,147 shares of restricted common stock at $4.64 per share. The award was made on 02/12/2026 and vests in three equal installments on 2/28/27, 2/29/28, and 2/28/29.

After this grant, she beneficially owns 782,656 shares of Gray Media common stock directly, and an additional 2,033 shares indirectly 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)
02/12/2026

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	02/12/2026		A		238,147(1)	A	$4.64	782,656	D
Common Stock								2,033(2)	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 a grant of restricted stock, which vests ratably on 2/28/27, 2/29/28, and 2/28/29.

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

	/s/ Ginger Davis by Power of Attorney	02/17/2026
	** 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).
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FAQ

What insider transaction did GTN executive Sandra Breland McNamara report?

Sandra Breland McNamara reported an acquisition of 238,147 shares of Gray Media, Inc. common stock as a restricted stock grant at $4.64 per share. This award was made on 02/12/2026 and represents a grant or other acquisition, not an open-market purchase.

How many Gray Media (GTN) shares does Sandra Breland McNamara own after this Form 4?

After the reported transaction, Sandra Breland McNamara beneficially owns 782,656 shares of Gray Media common stock directly. She also has 2,033 additional shares held indirectly through a 401(k) plan, reflecting her current balance in that retirement account.

What are the vesting terms of the restricted stock granted to the GTN executive?

The 238,147-share restricted stock grant to Sandra Breland McNamara vests ratably over three years. The shares vest in equal portions on 2/28/27, 2/29/28, and 2/28/29, meaning the award becomes fully vested after the final scheduled vesting date.

At what price was the Gray Media (GTN) restricted stock grant recorded?

The restricted stock grant to Sandra Breland McNamara was recorded at $4.64 per share for 238,147 shares of Gray Media common stock. This price is the grant value used in the Form 4 and does not necessarily reflect any market trading activity.

What is Sandra Breland McNamara’s role at Gray Media, Inc. (GTN)?

Sandra Breland McNamara is an officer of Gray Media, Inc., serving as Executive Vice President and Chief Operating Officer. Her position is disclosed in the filing’s relationship section, where she is identified as an officer rather than a director or 10% owner.

How are Sandra Breland McNamara’s GTN shares in the 401(k) plan reported?

Shares held through the 401(k) plan are reported as indirect ownership. The Form 4 lists 2,033 shares of Gray Media common stock held "By 401(k)", reflecting her current balance in the 401(k) plan rather than a new transaction on the reported date.