Gray Media, Inc. (GTN) director awarded 30,741 restricted stock shares

Rhea-AI Filing Summary

Spainhour Sterling A Jr. reported acquisition or exercise transactions in this Form 4 filing.

GRAY MEDIA, INC director Sterling A. Spainhour Jr. received a grant of 30,741 shares of common stock as restricted stock on May 6, 2026. The award carries no cash purchase price and represents compensation rather than an open-market buy. According to the filing footnote, the restricted stock vests in full on April 30, 2027. Following this grant, Spainhour directly holds 107,440 shares of Gray Media common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Spainhour Sterling A Jr.

Role null

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

Holdings After Transaction: Common Stock — 107,440 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 30,741 shares Holdings after grant: 107,440 shares Vesting date: April 30, 2027 +1 more

4 metrics

Restricted stock grant 30,741 shares Awarded to director on May 6, 2026

Holdings after grant 107,440 shares Director’s direct ownership after transaction

Vesting date April 30, 2027 Restricted stock vests in full on this date

Grant price per share $0.0000 Indicates award, not cash purchase

Key Terms

restricted stock, vests in full, grant, award, or other acquisition

3 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.

vests in full financial

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

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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^*

Spainhour Sterling A Jr.

(Last) (First) (Middle)

4370 PEACHTREE ROAD NE

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
	Officer (give title below)		Other (specify below)

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
Common Stock	05/06/2026		A		30,741(1)	A	$0	107,440	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 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)

FAQ

What insider transaction did GRAY MEDIA, INC (GTN) report for Sterling A. Spainhour Jr.?

GRAY MEDIA, INC reported that director Sterling A. Spainhour Jr. received a grant of 30,741 shares of restricted common stock. This grant is compensation, not an open-market purchase, and increases his direct holdings to 107,440 shares after the transaction.

How many GRAY MEDIA, INC (GTN) shares were granted in this Form 4 filing?

The Form 4 shows a grant of 30,741 shares of GRAY MEDIA, INC common stock. These shares were issued as restricted stock with no cash purchase price, meaning they were awarded as equity compensation rather than bought on the open market.

When do Sterling A. Spainhour Jr.’s restricted GRAY MEDIA, INC (GTN) shares vest?

The restricted stock granted to Sterling A. Spainhour Jr. vests in full on April 30, 2027. Until vesting, the shares are subject to forfeiture conditions typical for restricted stock awards, as indicated in the footnote to the Form 4 filing.

What are Sterling A. Spainhour Jr.’s total GRAY MEDIA, INC (GTN) holdings after this grant?

After receiving the 30,741-share restricted stock grant, Sterling A. Spainhour Jr. directly holds 107,440 shares of GRAY MEDIA, INC common stock. This total includes the newly awarded restricted shares as reported in the Form 4 filing.

Did GRAY MEDIA, INC (GTN) receive any cash from this Form 4 equity grant?

No cash changed hands in this equity grant. The Form 4 reports a transaction price per share of 0.0000, confirming the 30,741 shares were issued as a restricted stock award to the director, rather than purchased for cash in the market.