Gray Media (GTN) director logs stock award and tax-related share disposition

Rhea-AI Filing Summary

Gray Media director Robin Robinson Howell reported equity award activity in Gray Media, Inc. Class A Common Stock and Common Stock. An indirect holding for a spouse acquired 124,921 Class A shares at $0.00 per share as a grant or award, reflecting issuance and vesting above a previously reported target restricted stock award after a three-year performance period.

The filing also shows 468,050 indirectly held Class A shares attributed to the spouse disposed of at $10.73 per share to satisfy tax obligations through net settlement of restricted stock. Additional lines update direct and indirect holdings in various accounts, including children’s trusts and a 401(k) plan, without new buy or sell transactions.

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)
02/28/2026

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	I	Spouse
Class A Common Stock	02/28/2026		F		468,050(2)	D	$10.73	4,008,929	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	I	By 401(k) Plan(3)
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 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 or reporting person's spouses' current 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).
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FAQ

What insider transactions did Gray Media (GTN) report for Robin Robinson Howell?

Gray Media director Robin Robinson Howell reported an indirect award of 124,921 Class A shares to a spouse and a tax-related disposition of 468,050 Class A shares at $10.73. The filing also updated various direct and indirect holdings, including children’s trusts and a 401(k) plan.

Was the Gray Media (GTN) insider share disposition an open-market sale?

No, the 468,050 Class A shares were disposed of to cover tax liabilities via net settlement of restricted stock at $10.73 per share. This tax-withholding disposition differs from an open-market sale, as shares are withheld rather than sold at the insider’s discretion.

How many Gray Media (GTN) shares were acquired through awards in this Form 4?

An indirect holding for the director’s spouse acquired 124,921 Class A Common Stock shares at $0.00 per share. Footnotes explain this reflects issuance and vesting above a previously reported target restricted stock award after a three-year performance period and certified performance.

How did this Form 4 change Robin Robinson Howell’s indirect ownership in Gray Media (GTN)?

After the transactions, the spouse’s indirect Class A holdings were 4,008,929 shares. Other indirect positions include children’s trusts, a 401(k) plan, and additional Common Stock. These lines primarily update balances rather than report new market purchases or sales beyond the tax-withholding disposition.

What do the Gray Media (GTN) Form 4 footnotes reveal about the restricted stock?

Footnotes state the 124,921-share award represents issuance and vesting above a target restricted stock award after a three-year performance period, with performance certified. Another footnote clarifies the 468,050-share disposition is restricted stock forfeited for net settlement to satisfy tax obligations.

How are Gray Media (GTN) 401(k) plan holdings treated in this Form 4?

The Form 4 lists 18,264 shares of Common Stock held indirectly through a 401(k) plan. A footnote explains these amounts reflect the current balance in the plan for the reporting person or spouse, serving as an updated holding disclosure rather than a new transaction.