Gray Media (GTN) CEO updates insider holdings after stock forfeiture

Rhea-AI Filing Summary

Gray Media, Inc. insider Jeffrey W. Gray, Chairman, President and CEO, reported a stock transaction dated 12/01/2025. The filing shows a forfeiture of 28,578 shares of Class A Common Stock at $9 per share, labeled with transaction code "F," which the notes describe as a forfeiture of restricted stock for the purpose of net settlement. After this transaction, he reports beneficial ownership of 3,697,452 shares of Class A Common Stock held directly, and additional indirect holdings through his spouse, children, trusts for the benefit of his children, a 401(k) plan, and his spouse’s account.

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

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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 HILTON H JR

(Last) (First) (Middle)

4370 PEACHTREE ROAD

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
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F		28,578(1)	D	$9	3,697,452	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								17,972(2)	I	By 401(k) Plan
Common Stock								140,854	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. Represents forfeiture of restricted stock for the purpose of net settlement.

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

	/s/ Ginger Davis by Power of Attorney	12/03/2025
	** 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.
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FAQ

What insider transaction did GTN Chairman and CEO report on 12/01/2025?

The Chairman, President and CEO of Gray Media, Inc. (GTN) reported a transaction dated 12/01/2025 involving a forfeiture of 28,578 shares of Class A Common Stock at $9 per share, coded as transaction type "F".

How many Gray Media (GTN) shares does the reporting person hold directly after the transaction?

Following the reported transaction, the insider directly beneficially owns 3,697,452 shares of Class A Common Stock and 617,609 shares of Common Stock.

What does the note about restricted stock explain in this GTN Form 4?

The explanation of responses states that the 28,578 shares reported with code "F" represent a forfeiture of restricted stock for the purpose of net settlement.

What indirect holdings in Gray Media (GTN) stock does the insider report?

The insider reports indirect holdings of 81,635 shares of Class A Common Stock through a spouse, 500 shares through children, 999,000 and 832,500 shares of Common Stock through trusts for the benefit of children, 17,972 shares of Common Stock via a 401(k) plan, and 140,854 shares of Common Stock through a spouse.

What is the role of the reporting person at Gray Media, Inc. (GTN)?

The reporting person is a Director and Officer of Gray Media, Inc., serving as Chairman, President & CEO.

Is the GTN Form 4 filed by one or multiple reporting persons?

The document indicates that it is a Form filed by one reporting person, not by more than one reporting person.

What does the Form 4 say about the insider’s 401(k) plan holdings in GTN?

The explanation of responses notes that the 17,972 shares of Common Stock reported as held indirectly by the 401(k) plan represent the reporting person’s current balance in the 401(k) Plan.