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Gray Media, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on May 6, 2026. Shareholders elected all nominated directors to serve until the 2027 annual meeting or until successors are elected and qualified.
Shareholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the appointment of RSM US LLP as Gray Media’s independent registered public accounting firm for 2026.
Gray Media, Inc. reported that Miller Value Partners, LLC and its control person, William H. Miller IV, beneficially own 5,370,100 shares of Common Stock, representing 5.779% of the class as reported on 02/12/2026. The filing states these shares are owned by clients of Miller Value Partners, LLC, and Mr. Miller is deemed the beneficial owner as control person. The Schedule 13G lists shared voting and dispositive power of 5,370,100 shares and notes no single account managed by the adviser exceeds 5% individually.
GRAY MEDIA, INC Executive Vice President and CFO Jeffrey R. Gignac reported a disposition of 43,434 shares of Common Stock at $4.40 per share. According to the footnote, these shares represent a forfeiture of restricted stock for the purpose of net settlement, effectively covering tax or settlement obligations rather than an open-market sale. After this non-market transaction, Gignac directly holds 770,457 shares of Gray Media common stock.
Gray Media, Inc. amended and restated its Senior Credit Facility through a sixth amendment without changing total revolving commitments, term loan principal amounts, or stated maturities, and without incurring new borrowings.
The Revolving Credit Facility now bears interest at Term SOFR plus a margin of 1.75%–2.75% or the Base Rate plus 0.75%–1.75%, depending on a Consolidated First Lien Net Leverage Ratio. Term D and Term F Loans carry higher fixed margins, and required quarterly principal payments of $3.750 million and $1.250 million, respectively, have already been prepaid. Gray Media has also notified lenders it intends to repay the remaining $10 million Term F Loan principal on April 2, 2026, while maintaining existing collateral and covenant structures.
The Vanguard Group filed an Amendment No. 3 to a Schedule 13G/A reporting 0 shares of Common Stock of Gray Media Inc beneficially owned. The filing explains an internal realignment effective January 12, 2026 that caused disaggregated reporting of subsidiary holdings. The form is signed by Ashley Grim as Head of Global Fund Administration on March 27, 2026.
Gray Media, Inc. is asking shareholders to vote at its May 6, 2026 annual meeting on three main items: electing ten directors, approving on an advisory basis executive pay, and ratifying RSM US LLP as auditor for 2026. The company highlights that Class A shares carry ten votes per share and common shares one vote, with 92,912,582 common and 9,869,307 Class A shares outstanding as of March 6, 2026. The proxy details governance practices, board and committee structure, and stock ownership, including significant Class A control by the Howell/Robinson family. It also explains Gray’s pay‑for‑performance program, where 2025 annual incentives for named executives paid out at 143% of target based on financial and qualitative goals, and notes long‑term incentives that are largely at risk and tied to multi‑year performance.
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.
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.
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.
GRAY MEDIA, INC President and Co-CEO D. Patrick LaPlatney reported equity award activity in company stock. On February 28, 2026, he acquired 51,323 shares of common stock at a stated price of $0.00 per share through a grant/award acquisition tied to a three-year performance period. The footnotes explain this represents issuance and vesting of shares above a previously reported target restricted stock award after performance was certified.
On the same date, he disposed of 180,613 shares of common stock at $5.19 per share in a tax-withholding disposition used for net settlement of the award, rather than an open-market sale. Following these direct transactions, he held 1,452,065 common shares directly, and 2,033 shares indirectly through a 401(k) plan balance.