Gray Media (NYSE: GTN) CEO granted shares, withholds stock for taxes

Rhea-AI Filing Summary

Gray Media Chairman, President & CEO Hilton H. Howell Jr. reported performance-based equity activity in Class A Common Stock on February 28, 2026. He acquired 124,921 Class A shares at $0.00 as a grant/award when a three-year restricted stock performance period ended and results were certified. He then disposed of 468,050 Class A shares at $10.73 per share to cover tax and net-settlement obligations. After these transactions, he directly holds 4,008,929 Class A shares and 617,609 Common shares, along with additional indirect holdings through his spouse, children, related trusts, and 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

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^*

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)
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
Class A Common Stock	02/28/2026		A		124,921(1)	A	$0.00	4,476,979	D
Class A Common Stock	02/28/2026		F		468,050(2)	D	$10.73	4,008,929	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								18,264(3)	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 issuance and vesting of shares above target award related to restricted stock for which the three-year performance period has ended and performance has been certified. The Reporting Person previously reported shares that constitute a target award.

2. Represents forfeiture of restricted stock for the purpose of net settlement.

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

	/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).
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.

FAQ

What insider transactions did GTN’s CEO report on February 28, 2026?

Hilton H. Howell Jr. reported a grant of 124,921 Class A shares at $0.00 and a disposition of 468,050 Class A shares at $10.73, primarily tied to performance-based restricted stock vesting and related tax and net-settlement obligations.

How many Gray Media (GTN) shares does the CEO directly own after this Form 4?

After the reported transactions, Hilton H. Howell Jr. directly owns 4,008,929 shares of Class A Common Stock and 617,609 shares of Common Stock. These figures reflect his personal direct holdings as of the reported date, separate from any indirect ownership through family or benefit plans.

Was the Gray Media (GTN) CEO’s share acquisition an open-market purchase?

No. The 124,921 Class A shares were acquired at $0.00 as a grant/award when a three-year restricted stock performance period ended and performance was certified, rather than being bought on the open market for cash consideration.

Why did the GTN CEO dispose of 468,050 Class A shares at $10.73?

The 468,050 Class A shares disposed at $10.73 per share were forfeited for net settlement and to satisfy tax liabilities linked to his restricted stock award, according to the Form 4 footnotes describing payment of tax and settlement obligations using shares.

Does the Gray Media (GTN) CEO have indirect ownership interests in company stock?

Yes. In addition to his direct holdings, the Form 4 lists indirect ownership in both Class A Common Stock and Common Stock through his spouse, children, trusts for the benefit of his children, and a 401(k) plan balance invested in Gray Media shares.

What does the tax-withholding disposition code F mean in this GTN Form 4?

Transaction code F indicates shares were surrendered to pay an exercise price or tax liability. Here, it reflects the CEO’s disposition of 468,050 Class A shares at $10.73 per share to handle tax and net-settlement requirements on vested restricted stock awards.