[S-8] Gray Media, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Gray Media, Inc. has filed a Form S-8 to register an additional 5,720,088 shares of common stock and 3,080,047 shares of Class A common stock issuable under the amended and restated Gray Media, Inc. 2022 Equity and Incentive Compensation Plan. This filing registers those additional shares for issuance under the Plan and incorporates the prior Form S-8 registration relating to the Plan by reference.

The Registration Statement incorporates by reference the company’s Annual Report for the year ended December 31, 2024 and its Quarterly Reports for the periods ended March 31, 2025 and June 30, 2025, as well as a series of current reports and the Form 8-A description of the common stock. The filing lists required exhibits, including the amended and restated plan, an opinion of counsel and the auditor’s consent.

The filing summarizes statutory indemnification under Georgia law and the company’s charter and bylaw provisions that limit director liability and permit indemnification and advancement of expenses. Powers of attorney are included authorizing named officers to execute and file the S-8 and related amendments.

Positive

• Registers an additional 8,800,135 total shares for issuance under the amended 2022 Equity and Incentive Compensation Plan (5,720,088 common and 3,080,047 Class A).
• Incorporates prior S-8 registration for the same plan under General Instruction E, maintaining continuity with earlier disclosures.
• Includes standard legal and audit exhibits (Jones Day opinion and RSM US LLP consent) and powers of attorney, indicating procedural completeness.

Negative

• None.

Insights

Securities Attorney

TL;DR: Routine S-8 registration adding 8.8 million shares under the 2022 equity plan; standard legal exhibits and indemnification disclosures included.

The Registration Statement plainly adds 5,720,088 common and 3,080,047 Class A shares to the pool available under the amended 2022 Equity and Incentive Compensation Plan, using General Instruction E to incorporate the prior S-8. Exhibits include a counsel opinion (Jones Day) and auditor consent (RSM US LLP), which are customary and appropriate for an employee benefit plan registration. The powers of attorney and signatures are properly documented to permit filing and post-effective amendments. From a securities-law perspective, the filing is procedurally complete and follows standard Form S-8 practice.

Corporate Governance Specialist

TL;DR: Filing documents governance protections and indemnities while enabling equity awards; not a material operational change.

The document summarizes Georgia statutory indemnification provisions and the company’s charter and bylaw clauses that limit director liability and allow indemnification and advancement of expenses. Those provisions align with common corporate governance practices for Georgia corporations and are explicitly described. The inclusion of powers of attorney and the detailed exhibit list supports orderly administration of the equity plan. The filing does not disclose operating results or balance-sheet changes; it solely addresses registration of awards under the compensation plan.

As filed with the Securities and Exchange Commission on August 8, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8
REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

GRAY MEDIA, INC.

(Exact name of registrant as specified in its charter)

Georgia		58-0285030
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4370 Peachtree Road, NE
Atlanta, Georgia 30319

(Address of Principal Executive Offices) (Zip Code)

Gray Media, Inc. 2022 Equity and Incentive Compensation Plan

(Full title of the plan)

Jeffrey R. Gignac

Executive Vice President and

Chief Financial Officer

Gray Media, Inc.

4370 Peachtree Road, NE

Atlanta, Georgia 30319

(404) 504-9828

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Mark L. Hanson, Esq.

Krunal P. Shah, Esq.

Jones Day

1221 Peachtree Street, N.E., Suite 400

Atlanta, Georgia 30361

(404) 581-8573

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Gray Media, Inc. (the “Company”) to register an additional 5,720,088 shares of common stock, no par value, of the Company (“Common Stock”) and 3,080,047 shares of Class A common stock, no par value, of the Company (“Class A Common Stock”), issuable pursuant to the amended and restated Gray Media, Inc. 2022 Equity and Incentive Compensation Plan (the “Plan”). The prior registration statement relating to the Plan that the Company filed with the Securities and Exchange Commission (“SEC”) on August 5, 2022 (Registration No. 333-266597) is incorporated by reference into this Registration Statement to the extent not otherwise amended or superseded by the contents hereof. This incorporation is made under General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a registration statement on Form S-8 relating to the same plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following documents, which are on file with the Commission, are incorporated into this Registration Statement by reference:

	(a)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025;
	(b)	the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025, filed on May 8, 2025 and August, 8, 2025, respectively;
	(c)	the Company’s Current Reports on Form 8-K, filed on January 2, 2025, February 27, 2025 (Item 8.01 and Item 9.01), March 31, 2025, May 7, 2025, May 8, 2025 (Item 8.01 and Item 9.01), June 2, 2025, July 8, 2025 (two reports) (Item 8.01 and Exhibit 99.2, and Item 8.01 and Exhibit 99.1, respectively), July 18, 2025, July 22, 2025 (two reports), July 25, 2025, and August 8, 2025 (Item 8.01 and Item 9.01); and
	(d)	the description of the Company’s common stock contained in the registration statement on Form 8-A, filed on September 13, 1996, including any amendment or report filed for purposes of updating the description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company is incorporated in Georgia. Section 14-2-851 of the Georgia Business Corporation Code (the “GBCC”) generally provides that a corporation may indemnify a director (including a former director and including a director who is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity) against liability incurred: (i) in a civil proceeding (a) if, in the case of conduct in such director’s capacity as a director, the conduct was in good faith and reasonably believed by such director to be in the best interests of the corporation, and (b) if, in all other cases, the conduct was in good faith and was at least not opposed to the best interests of the corporation; and (ii) in a criminal proceeding, the conduct was in good faith and the director had no reasonable cause to believe such conduct was unlawful. GBCC section 14-2-851(d) provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under GBCC section 14-2-851, or in connection with any proceeding with respect to conduct for which such director was adjudged liable on the basis that personal benefit was improperly received by such director, whether or not involving action in such director’s capacity as a director.

GBCC section 14-2-852 generally provides for mandatory indemnification against reasonable expenses incurred by a director who is wholly successful, on the merits or otherwise, in defending an action to which the director was a party because he or she was a director of the corporation.

GBCC section 14-2-853 generally provides that a corporation may, under certain circumstances, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director of the corporation.

GBCC section 14-2-854 generally allows a court, upon application by a director, to order indemnification and/or advancement of expenses if it determines that the director is entitled to indemnification under the GBCC or it determines that indemnification is fair and reasonable even if, among other things, the director has failed to meet the statutory standard of conduct provided under GBCC section 14-2-851. However, the court may not order indemnification in excess of reasonable expenses for liability to a corporation or for receipt of an improper benefit.

GBCC section 14-2-855 generally provides that a corporation may not indemnify a director under GBCC section 142-851 unless authorized by GBCC section 14-2-851 and either (i) a committee of disinterested directors, (ii) special legal counsel, or (iii) disinterested shareholders have determined that indemnification is permitted in a specific proceeding because the director has met the relevant standard of conduct.

GBCC section 14-2-856 generally permits a corporation’s articles of incorporation or bylaws or a contract or a resolution approved or ratified by a corporation’s shareholders to authorize a corporation to indemnify a director against claims to which the director was a party, including claims by a corporation or in its right (e.g., shareholder derivative action). However, a corporation may not indemnify the director for liability to the corporation or if the director is subjected to injunctive relief in the corporation’s favor for (i) any misappropriation of the corporation’s business opportunities, (ii) intentional misconduct or knowing violation of the law, (iii) unlawful distributions or (iv) receipt of an improper benefit.

GBCC section 14-2-857 generally permits a corporation to indemnify an officer (including a former officer and including an officer who is or was serving at our request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity) to the same extent as a director. A corporation may indemnify an officer who is not a director to a further extent by means of the corporation’s articles of incorporation, bylaws, board resolutions, or by contract. However, a corporation may not indemnify an officer for liability arising from conduct involving misappropriation of the corporation’s business opportunity, intentional misconduct or knowing violation of the law, unlawful distributions, or receipt of an improper benefit. An officer who is not a director is also entitled to mandatory indemnification and may apply for court-ordered indemnification.

GBCC section 14-2-858 generally permits a corporation to purchase and maintain insurance on behalf of its directors and officers against liability incurred by them in their capacities or arising out of their status as our directors and officers, regardless of whether the corporation would have the power to indemnify or advance expenses to the director or officer for the same liability under the GBCC.

Article 7 of the Restated Articles of Incorporation of the Company generally provides that the liability of each director to the Company or its shareholders for monetary damages for breach of duty of care or other duty as a director shall be eliminated or limited to the fullest extent permitted by applicable law. However, to the extent required by applicable law, this provision does not eliminate or limit the liability of a director for (i) any appropriation, in violation of his duties, of any business opportunity of the Company; (ii) any acts/omissions involving intentional misconduct or a knowing violation or law; (iii) any transaction from which the director derived an improper personal benefit; or (iv) certain liability set out in GBCC section 14-2-832.

Article XIV of the Bylaws of the Company, as amended, generally provides for indemnification of and advancement of expenses to directors and officers to the fullest extent permitted by applicable law. Article XIV also provides that indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Exhibit Description
4.1	Amended and Restated Articles of Incorporation of Gray Media, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)
4.2	Bylaws of Gray Media, Inc., as amended (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)
5.1	Opinion of Jones Day
23.1	Consent of RSM US LLP
23.2	Consent of Jones Day (included in Exhibit 5.1)
24.1	Powers of Attorney
99.1	Gray Media, Inc. 2022 Equity and Incentive Compensation Plan (as amended and restated) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 7, 2025)
107	Filing Fee Table

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 8^th day of August 2025.

	GRAY MEDIA, INC.
	By:	/s/ Jeffrey R. Gignac
		Jeffrey R. Gignac
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name		Title
*		Executive Chairman and
(Hilton H. Howell, Jr.)		Chief Executive Officer (Principal Executive Officer)
*		President, Co-Chief Executive Officer
(Donald P. LaPlatney)		and Director
/s/ Jeffrey R. Gignac		Executive Vice President and
(Jeffrey R. Gignac)		Chief Financial Officer (Principal Financial Officer)
*		Senior Vice President and
(Jackson S. Cowart, IV)		Chief Accounting Officer  (Principal Accounting Officer)
*		Director
(Richard L. Boger)
*		Director
(Luis A. Garcia)
*		Director
(Richard B. Hare)
*		Director
(Robin R. Howell)
*		Director
(Lorraine McClain)
*		Director
(Paul H. McTear)
*		Director
(Howell W. Newton)
*		Director
(Sterling A. Spainhour, Jr.)

* Jeffrey R. Gignac, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors of the Registrant pursuant to a power of attorney filed with the Securities and Exchange Commission.

August 8, 2025	By:	/s/ Jeffrey R. Gignac
		Jeffrey R. Gignac, Attorney-in-Fact

POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Gray Media, Inc., a Georgia corporation (the “Company”), does hereby constitute and appoint each of Hilton H. Howell, Jr., Jeffrey R. Gignac and Kevin P. Latek, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (i) a Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock, without par value, and shares of the Company’s Class A common stock issuable in connection with the Gray Media, Inc. 2022 Equity and Incentive Compensation Plan (as amended and restated), (ii) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in multiple counterparts (including facsimile and other electronically transmitted counterparts), each of which will be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 7^th day of May, 2025.

Name		Title		Date
/s/ Hilton H. Howell, Jr.		Executive Chairman and		May 7, 2025
(Hilton H. Howell, Jr.)		Chief Executive Officer (Principal Executive Officer)
/s/ Donald P. LaPlatney		President, Co-Chief Executive Officer		May 7, 2025
(Donald P. LaPlatney)		and Director
/s/ Jeffrey R. Gignac		Executive Vice President and		May 7, 2025
(Jeffrey R. Gignac)		Chief Financial Officer (Principal Financial Officer)
/s/ Jackson S. Cowart, IV		Senior Vice President and		May 7, 2025
(Jackson S. Cowart, IV)		Chief Accounting Officer  (Principal Accounting Officer)
/s/ Richard L. Boger		Director		May 7, 2025
(Richard L. Boger)
/s/ Luis A. Garcia		Director		May 7, 2025
(Luis A. Garcia)
/s/ Richard B. Hare		Director		May 7, 2025
(Richard B. Hare)
/s/ Robin R. Howell		Director		May 7, 2025
(Robin R. Howell)
/s/ Lorraine McClain		Director		May 7, 2025
(Lorraine McClain)
/s/ Paul H. McTear		Director		May 7, 2025
(Paul H. McTear)
/s/ Howell W. Newton		Director		May 7, 2025
(Howell W. Newton)
/s/ Sterling A. Spainhour, Jr.		Director		May 7, 2025
(Sterling A. Spainhour, Jr.)

FAQ

What securities does Gray Media (GTN) register on this Form S-8?

The filing registers 5,720,088 shares of common stock and 3,080,047 shares of Class A common stock issuable under the amended and restated 2022 Equity and Incentive Compensation Plan.

Does this S-8 rely on any prior registration statements?

Yes. The filing expressly incorporates by reference the prior Form S-8 registration statement previously filed with respect to the same plan under General Instruction E.

Which company reports are incorporated by reference into this Registration Statement?

The filing incorporates the company’s Annual Report for the year ended December 31, 2024 and Quarterly Reports for the periods ended March 31, 2025 and June 30, 2025, plus a series of current reports and the Form 8-A description of common stock.

What corporate governance and indemnification provisions are disclosed?

The filing summarizes Georgia statutory indemnification rules and the company’s charter and bylaws that limit director liability and permit indemnification and advancement of expenses to the fullest extent permitted by law.

Who provided legal and audit consents included as exhibits?

The exhibits list includes an opinion of counsel from Jones Day and a consent from the auditor, RSM US LLP.

Who is authorized to sign and file amendments for this Registration Statement?

Powers of attorney in the filing authorize specified officers (including Hilton H. Howell, Jr., Jeffrey R. Gignac and Kevin P. Latek) to execute and file the Form S-8 and related amendments on behalf of the registrant.