Gray Media (GTN) CFO forfeits 68,855 shares for tax withholding

Rhea-AI Filing Summary

Gray Media, Inc. Executive Vice President and CFO Jeffrey R. Gignac reported a disposition of company common stock tied to equity compensation. On the reported date, 68,855 shares of restricted stock were forfeited to cover tax obligations through net settlement at a reference price of $5.19 per share. After this tax-withholding disposition, he directly held 813,891 shares of Gray Media common stock.

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^*

Gignac Jeffrey R

(Last) (First) (Middle)

4370 PEACHTREE RD 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, CFO

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		F		68,855(1)	D	$5.19	813,891	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 forfeiture of restricted stock for the purpose of net settlement.

	/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 transaction did GTN executive Jeffrey R. Gignac report?

Jeffrey R. Gignac, Executive Vice President and CFO of Gray Media, reported a tax-related share disposition. He forfeited restricted stock shares for net settlement to satisfy tax obligations connected to equity compensation awards, rather than initiating a standard open-market trade.

How many GRAY MEDIA (GTN) shares were forfeited in this Form 4?

The filing shows 68,855 shares of Gray Media common stock were forfeited. These shares came from restricted stock and were used for net settlement to cover tax liabilities associated with the compensation, according to the transaction code and accompanying footnote.

At what price were the GTN shares valued for this tax-withholding disposition?

The shares involved in the disposition were valued at $5.19 per share. This price is used in the Form 4 disclosure to calculate the value of the forfeited restricted stock that was applied toward the payment of related tax obligations on the equity compensation.

How many GTN shares does Jeffrey R. Gignac hold after this transaction?

Following the reported tax-withholding disposition, Jeffrey R. Gignac directly held 813,891 shares of Gray Media common stock. This post-transaction balance reflects his remaining direct ownership after the forfeiture of restricted stock shares for net settlement of tax obligations.

Was the GTN insider transaction a tax-withholding event or an open-market trade?

The Form 4 describes the transaction as a tax-withholding disposition of restricted stock. The code "F" and the footnote explain it represents forfeiture of restricted shares for net settlement to pay tax liabilities, rather than a standard open-market share purchase or sale.

What does the footnote in the GTN Form 4 filing explain about the shares?

The footnote states the transaction represents forfeiture of restricted stock for net settlement. This clarifies that the shares were given up to cover tax obligations related to equity compensation, aligning with the Form 4’s classification as a tax-withholding disposition of common stock.