Gray Media (GTN) director reports major restricted stock awards via spouse

Rhea-AI Filing Summary

Gray Media, Inc. director Howell Robin Robinson reported stock-based compensation awards tied to Class A Common Stock. On 02/12/2026, entities associated with his spouse acquired 327,303 shares of Class A Common Stock as a restricted stock grant and another 327,303 shares as performance-based restricted stock, both valued at $12.16 per share. The restricted stock vests in three equal installments on 2/28/27, 2/29/28, and 2/28/29, while the performance-based restricted stock is scheduled to vest on 2/28/29 after a three-year performance period. Following these awards, indirect Class A holdings through his spouse increased, alongside existing direct and indirect positions in common stock, 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)
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
Class A Common Stock	02/12/2026		A		327,303(1)	A	$12.16	4,024,755	I	Spouse
Class A Common Stock	02/12/2026		A		327,303(2)	A	$12.16	4,352,058	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								18,264(3)	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 a grant of restricted stock, which vests ratably on 2/28/27, 2/29/28, and 2/28/29.

2. Represents the target value of performance based restricted stock, which vests on 2/28/29, after the end of the three year performance period.

3. Amounts reflect the reporting person's or reporting person's spouses' 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).
** 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 transaction did GTN director Howell Robin Robinson report?

He reported stock-based compensation awards linked to Gray Media Class A Common Stock. On 02/12/2026, entities associated with his spouse acquired two blocks of 327,303 Class A shares each as restricted and performance-based restricted stock grants at $12.16 per share.

How many Gray Media (GTN) shares were granted in the latest Form 4?

Two awards of 327,303 Class A Common Stock shares each were reported. One is time-vested restricted stock, and the other is performance-based restricted stock, both recorded at $12.16 per share and held indirectly through the reporting person’s spouse.

When do Howell Robin Robinson’s GTN restricted stock awards vest?

The restricted stock vests ratably on 2/28/27, 2/29/28, and 2/28/29. The performance-based restricted stock is scheduled to vest on 2/28/29, after completion of a three-year performance period starting with the 02/12/2026 grant date.

Are the GTN shares held by Howell Robin Robinson direct or indirect holdings?

The new awards are reported as indirect holdings through his spouse. The Form 4 also lists a mix of direct and indirect ownership, including shares held personally, in children’s accounts, trusts for children, a spouse’s holdings, and a 401(k) plan.

What is the nature of the GTN performance-based restricted stock reported?

It represents the target value of performance-based restricted stock tied to Gray Media. These shares vest on 2/28/29 after a three-year performance period, meaning actual vesting depends on meeting specified performance conditions over that timeframe.

How are GTN shares in the 401(k) plan reflected for Howell Robin Robinson?

The filing notes that amounts for the 401(k) plan reflect the current balance for the reporting person or spouse. As of the reported date, 18,264 common shares are indirectly held through a 401(k) plan, separate from other direct and indirect holdings.