GRAY MEDIA, INC — fact timeline

GRAY MEDIA, INC completed an acquisition involving Allen Media Group, Inc. for $115 million plus working capital adjustments (closed 2026-05-01).

“On May 1, 2026, the Company acquired the assets of WAAY (ABC) in Huntsville, Alabama, WSIL (ABC) in Paducah, Kentucky, Cape Girardeau, Missouri, and Harrisburg, Illinois, WEVV (CBS/FOX) in Evansville, Indiana, WFFT (FOX) in Ft. Wayne, Indiana, WCOV (FOX) and WIYE (IND) in Montgomery, Alabama, KADN (FOX) and KLAF (NBC) in Lafayette, Louisiana, and WREX (NBC) in Rockford, Illinois (collectively, together with the Allen 3, the “Allen Media Stations”) from AMG for a purchase price of $115 million plus working capital adjustments, which was funded using the Company’s available cash on hand.”

GRAY MEDIA, INC completed an acquisition involving Allen Media Group, Inc. for $56 million plus working capital adjustments (closed 2026-03-27).

“The Company had previously acquired all of the assets of WTVA (ABC/NBC) in Columbus-Tupelo, Mississippi, WTHI (CBS/FOX) in Terre Haute, Indiana, and WLFI (CBS) in West Lafayette, Indiana (collectively, the “Allen 3”) from AMG on March 27, 2026, for a purchase price of $56 million plus working capital adjustments, which was funded using the Company’s available cash on hand.”

GRAY MEDIA, INC reported financial results for first quarter that ended March 31, 2026.

“On May 7, 2026, Gray Media, Inc. issued a press release reporting its financial results for the three-months March 31, 2026.”

GRAY MEDIA, INC shareholders approved Proposal No. 3 (Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2026) at the 2026-05-06 meeting.

“Proposal No. 3 (Ratification of the appointment of RSM US LLP as the Company ’ s independent registered public accounting firm for 2026): Votes For Votes Against Abstain 177,363,790 1,078,464 73,485”

GRAY MEDIA, INC shareholders approved Proposal No. 2 (Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers) at the 2026-05-06 meeting.

“Proposal No. 2 (Approval, on a non-binding advisory basis, of the compensation of the Company ’ s named executive officers): Votes For Votes Against Abstain Broker Non-votes 138,523,245 14,374,594 130,827 25,487,073”

GRAY MEDIA, INC shareholders approved Proposal No. 1 (Election of Directors) at the 2026-05-06 meeting.

“Proposal No. 1 (Election of Directors): Nominee Votes For Votes Withheld Broker Non-Votes Hilton H. Howell, Jr. 149,824,872 3,203,794 25,487,073 Howell W. Newton 131,846,447 21,182,219 25,487,073 Richard L. Boger 132,410,496 20,618,170 25,487,073 Luis A. Garcia 149,732,111 3,296,555 25,487,073 Richard B. Hare 121,849,008 31,179,658 25,487,073 Robin R. Howell 149,842,359 3,186,307 25,487,073 Donald P. LaPlatney 149,860,542 3,168,124 25,487,073 Lorraine McClain 134,425,816 18,602,850 25,487,073 Paul H. McTear 149,726,438 3,302,228 25,487,073 Sterling A. Spainhour Jr. 134,410,362 18,618,304 25,487,073 Each of the directors listed above were elected at the Annual Meeting to serve as directors of the Company until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified.”

GRAY MEDIA, INC amended Sixth Amendment with Wells Fargo Bank, National Association, as administrative agent (effective 2026-03-31).

“On March 31, 2026, Gray Media, Inc. (the “Company”), entered into a sixth amendment (the “Sixth Amendment”) to its Fifth Amended and Restated Credit Agreement (as amended, including by the Sixth Amendment, the “Senior Credit Facility”), dated as of December 1, 2021, by and among the Company, the guarantors party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other agents and lenders party thereto.”

GRAY MEDIA, INC entered into Supplemental Indenture for 9.625% Senior Secured Second Lien Notes due 2032 with U.S. Bank Trust Company, National Association valued at $250,000,000 in aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032 (effective 2025-12-12).

“On December 12, 2025, Gray Media, Inc. (“ Gray ”, “ we ” or the “ Company ”) issued $250,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 (the “ Additional Notes ”) to certain accredited investors (the “ Purchasers ”) pursuant to certain purchase agreements, dated December 5, 2025, by and among the Company, the guarantors party thereto and the Purchasers.”

GRAY MEDIA, INC incurred senior notes of $250,000,000 with certain accredited investors at 9.625% maturing July 15, 2032.

“On December 12, 2025, Gray Media, Inc. (“ Gray ”, “ we ” or the “ Company ”) issued $250,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 (the “ Additional Notes ”) to certain accredited investors (the “ Purchasers ”) pursuant to certain purchase agreements, dated December 5, 2025, by and among the Company, the guarantors party thereto and the Purchasers.”

GRAY MEDIA, INC entered into Purchase Agreements with certain accredited investors valued at $250 million aggregate principal amount (effective 2025-12-05).

“On December 5, 2025, Gray Media, Inc. (“Gray,” “we” or the “Company”) entered into purchase agreements (the “Purchase Agreements”) with certain accredited investors (collectively, the “Investors”) pursuant to which the Company agreed to sell to the Investors, in a private placement transaction (the “Offering”), $250 million aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 (the “Additional Notes”).”

GRAY MEDIA, INC incurred senior notes of $775,000,000 with U.S. Bank Trust Company, National Association at 7.250% maturing August 15, 2033.

“On July 25, 2025, Gray Media, Inc. (“ Gray ”, “ we ” or the “ Company ”) issued $775,000,000 in aggregate principal amount of its 7.250% Senior Secured First Lien Notes due 2033 (the “ Notes ”) pursuant to an indenture, dated as of July 25, 2025, between Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “ Indenture ”).”

GRAY MEDIA, INC amended revolving credit of $750,000,000 aggregate commitments under Revolving Credit Facility (increased by $50 million) with Wells Fargo Bank, National Association at SOFR plus 1.75%-2.75% or Base Rate plus 0.75%-1.75% maturing December 1, 2028.

“On July 18, 2025, the Company entered into a fifth amendment (the “ Fifth Amendment ”) to its Fifth Amended and Restated Credit Agreement (as amended, including by the Fifth Amendment, the “ Senior Credit Facility ”), dated as of December 1, 2021, by and among the Company, the guarantors party thereto, Wells Fargo Bank, National Association (“ Wells Fargo ”), as administrative agent, and the other agents and lenders party thereto. The Fifth Amendment, among other things, (i) increases the aggregate commitments under the Revolving Credit Facility by $50 million, resulting in aggregate commitments under the Revolving Credit Facility of $750 million, and (ii) extends the maturity date of the Revolving Credit Facility from December 1, 2027 to December 1, 2028.”

GRAY MEDIA, INC incurred senior notes of $900,000,000 with U.S. Bank Trust Company, National Association at 9.625% maturing July 15, 2032.

“On July 18, 2025, Gray Media, Inc. (“ Gray ”, “ we ” or the “ Company ”) issued $900,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 (the “ Notes ”) pursuant to an indenture, dated as of July 18, 2025, between Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “ Indenture ”).”

GRAY MEDIA, INC: Company changed its corporate name from Gray Television, Inc. to Gray Media, Inc (effective 2025-01-01).

“On December 30, 2024, Gray Television, Inc. (the “Company”) announced that it was changing its corporate name to Gray Media, Inc. effective as of 12:01 a.m. on January 1, 2025, pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, filed with the Georgia Secretary of State on December 30, 2024 (the “Name Change”).”

GRAY MEDIA, INC shareholders approved Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024 at the 2024-05-08 meeting.

“Proposal No. 2 (Ratification of the appointment of RSM US LLP as the Company ’ s independent registered public accounting firm for 2024): Votes For Votes Against Abstain 163,397,874 896,054 82,739”

GRAY MEDIA, INC shareholders approved Election of Directors at the 2024-05-08 meeting.

“Proposal No. 1 (Election of Directors): Nominee Votes For Votes Withheld Broker Non-votes Hilton H. Howell, Jr. 152,478,549 3,670,569 8,227,549 Howell W. Newton 136,065,302 20,083,816 8,227,549 Richard L. Boger 135,249,605 20,899,513 8,227,549 Luis A. Garcia 149,135,550 7,013,568 8,227,549 Richard B. Hare 132,766,049 23,383,069 8,227,549 Robin R. Howell 153,046,513 3,102,605 8,227,549 Donald P. LaPlatney 153,374,261 2,774,857 8,227,549 Lorraine McClain 141,761,042 14,388,076 8,227,549 Paul H. McTear 149,233,342 6,915,776 8,227,549 Sterling A. Spainhour, Jr. 141,527,816 14,621,302 8,227,549”

GRAY MEDIA, INC updated its the year ending December 31, 2024 guidance (initiated).

“Year Ending Quarter Ending December 31, 2024 June 30, 2024 Approximate Estimates March 31, 2024 (Guidance) As of May 7, 2024 (Actual) Low High (Guidance) (in millions) Revenue (less agency commissions): Core advertising $ 372 $ 379 $ 385 $ 1,600 Political 27 45 50 Retransmission consent 381 370 375 1,500 Production companies 24 18 19 105 Other 19 16 17 70 Total revenue $ 823 $ 828 $ 846”

GRAY MEDIA, INC reported the first quarter ended March 31, 2024 results: revenue $823 million, net income $75 million, EPS $0.79 per fully diluted share.

“Gray Television, Inc. ( “ Gray, ” “ we, ” “ us ” or “ our ” ) (NYSE: GTN) today announced financial results for the first quarter ended March 31, 2024, reflecting our total revenue of $823 million and total operating expenses (before depreciation, amortization and loss on disposal of assets) of $632 million.”

GRAY MEDIA, INC reported the fourth quarter ended December 31, 2023 results: revenue $864 million, net income $22 million, EPS $0.24 per share.

“Inc. ( “ Gray, ” “ we, ” “ us ” or “ our ” ) (NYSE: GTN) today announced strong financial results for the fourth quarter ended December 31, 2023, including total revenue of $864 million, which was in-line with the high end of our revenue guidance and total operating expenses (before depreciation, amortization, impairment and loss on disposal of assets) of $664”

GRAY MEDIA, INC amended revolving credit of $625,000,000 with Wells Fargo Bank, National Association maturing December 31, 2027.

“The Second Amendment, among other things, (i) increases the aggregate commitments under the Company's existing $500,000,000 revolving credit facility (the “Revolving Credit Facility”) by $125,000,000, resulting in aggregate commitments under the Revolving Credit Facility of $625,000,000 and (ii) extends the maturity date of a $552,500,000 tranche of the Revolving Credit Facility to December 31, 2027”

GRAY MEDIA, INC entered into Second Amendment to Fifth Amended and Restated Credit Agreement with Wells Fargo Bank, National Association valued at Revolving Credit Facility commitments increased by $125,000,000 to $625,000,000; $552,500,000 tranch (effective 2024-02-16).

“On February 16, 2024, Gray Television, Inc. (the “Company”) entered into a second amendment (the “Second Amendment”) to its Fifth Amended and Restated Credit Agreement (as amended, including by the Second Amendment, the “Credit Agreement”), dated as of December 1, 2020, by and among Gray Television, Inc., the guarantors party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other agents and lenders party thereto.”

Jeff Gignac was appointed as Executive Vice President and Chief Financial Officer at GRAY MEDIA, INC.

“Mr. Gignac will join the Company, initially as Executive Vice President, Finance, on April 1, 2024, and will succeed Mr. Ryan as Executive Vice President and Chief Financial Officer on July 1, 2024.”

James C. Ryan retired as Executive Vice President and Chief Financial Officer at GRAY MEDIA, INC.

“Mr. Ryan will continue to serve as Executive Vice President and Chief Financial Officer of the Company through June 30, 2024, at which time he will retire from that executive officer position.”

GRAY MEDIA, INC updated its the fourth quarter of 2023 guidance (reaffirmed).

“Gray also announced updates to certain of its previously announced guidance for the fourth quarter of 2023, based on preliminary information available to date.”

GRAY MEDIA, INC reported the three months ending December 31, 2023 results: revenue $854 million to $864 million. Guidance initiated.

“Guidance for the Three-Months Ending December 31, 2023 Based on our current forecasts for the quarter ending December 31, 2023, we anticipate the following key financial results, as outlined below in approximate ranges. We present revenue net of agency commissions. We exclude depreciation, amortization, impairment and (gain) loss on disposal of assets from our estimates of operating expenses. ● Revenue: o Core advertising revenue of $410 million to $414 million; up low single digit percentage increases over the fourth quarter of 2022. o Retransmission revenue of $362 million to $365 million; up low single digit percentage increases over fourth quarter 2022. o Political advertising revenue of $34 million to $35 million. o Production company revenue of $30 million to $31 million. o Total revenue of $854 million to $864 million.”

GRAY MEDIA, INC reported the three months ended September 30, 2023 results: revenue $803 million, net income $53 million, EPS $0.57 per share.

“● Revenue was $803 million, a decrease of 12% from the third quarter of 2022. 4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.gray.tv ● Core Advertising Revenue was $363 million, an increase of 1% from the third quarter of 2022. ● Impairment charge of $43 million was related to the bankruptcy of Diamond Sports Group, LLC’s (“Diamond”) Atlantic Coast Conference (“ACC”) contract with our Raycom Sports subsidiary and its replacement with new ACC sports rights agreements with ESPN and the CW. ● Net loss attributable to common stockholders was $53 million, or $0.57 per share.”

GRAY MEDIA, INC updated its the three and six-month periods ended June 30, 2023 guidance (reaffirmed).

“On August 4, 2023, Gray Television, Inc. issued a press release reporting its financial results for the three and six-month periods ended June 30, 2023.”

Sandra Breland was appointed as Executive Vice President and Chief Operating Officer at GRAY MEDIA, INC.

“On May 22, 2023, Gray Television, Inc. (the “Company”), announced the appointment of Sandra (“Sandy”) Breland, as the Company’s Executive Vice President and Chief Operating Officer, effective immediately.”

GRAY MEDIA, INC shareholders approved Ratification of RSM US LLP as independent registered public accounting firm for 2023. at the 2023-05-04 meeting.

“Proposal No. 4 (Ratification of the appointment of RSM US LLP as the Company ’ s independent registered public accounting firm for 2023): Votes For Votes Against Abstain 143,639,150 438,612 51,730”

GRAY MEDIA, INC shareholders approved Advisory vote on the frequency of future say-on-pay votes. at the 2023-05-04 meeting.

“Proposal No. 3 (Non-binding advisory vote relating to the frequency (every one, two or three years) of Gray Television, Inc. ’ s future non-binding say-on-pay votes): Every 1 Year Every 2 Years Every 3 years Abstain 51,603,486 91,988 77,875,597 97,257”

GRAY MEDIA, INC shareholders approved Advisory vote to approve named executive officer compensation. at the 2023-05-04 meeting.

“Proposal No. 2 (Approval, on a non-binding advisory basis, of the compensation of the Company ’ s named executive officers): Votes For Votes Against Abstain Broker Non-Votes 110,350,341 19,028,427 289,560 14,461,164”

GRAY MEDIA, INC shareholders approved Election of directors: Hilton H. Howell, Jr., Howell W. Newton, Richard L. Boger, Luis A. Garcia, Richard B. Hare, Robin R. Howell, Donald LaPlatney, Lorraine McClain, Paul H. McTear, Sterling A. Spainhour Jr. at the 2023-05-04 meeting.

“Proposal No. 1 (Election of Directors): Nominee Vote For Vote Withheld Broker Non-Votes Hilton H. Howell, Jr. 127,559,981 2,108,347 14,461,164 Howell W. Newton 108,856,237 20,812,091 14,461,164 Richard L. Boger 108,425,609 21,242,719 14,461,164 Luis A. Garcia 128,706,973 961,355 14,461,164 Richard B. Hare 101,303,843 28,364,485 14,461,164 Robin R. Howell 128,746,414 921,914 14,461,164 Donald LaPlatney 128,752,065 916,263 14,461,164 Lorraine McClain 129,109,963 558,365 14,461,164 Paul H. McTear 128,718,642 949,686 14,461,164 Sterling A. Spainhour Jr. 109,069,228 20,599,100 14,461,164”

GRAY MEDIA, INC reported the three-months ended March 31, 2023 results: revenue $801 million, net income $44 million, EPS $0.48 per fully diluted share.

“Inc. ( “ Gray, ” “ we, ” “ us ” or “ our ” ) (NYSE: GTN) today announced financial results for the first quarter ended March 31, 2023, reflecting our total revenue of $801 million, that was above our revenue guidance and total operating expenses (before depreciation, amortization and loss on disposal of assets) of $640 million, which, after excluding $35”

Robert L. Smith resigned as Executive Vice President and Chief Operating Officer at GRAY MEDIA, INC.

“On April 14, 2023, Gray Television, Inc. (the “Company”) reported that Robert L. (“Bob”) Smith, Executive Vice President and Chief Operating Officer of the Company, had decided to retire, and resigned on April 13, 2023.”

GRAY MEDIA, INC amended Amendment with Wells Fargo Bank, National Association valued at $1,189,500,000 (effective 2023-03-17).

“On March 17, 2023, Gray Television, Inc. entered into a first amendment (the “Amendment”) to its Fifth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), dated as of December 1, 2020, by and among Gray Television, Inc., the guarantors party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other agents and lenders party thereto.”

GRAY MEDIA, INC incurred revolving credit of $300 million with Wells Fargo Bank, N.A. at one-month Secured Overnight Financing Rate plus 100 basis points maturing three years.

“On February 23, 2023, Gray Television, Inc. (“Gray,” or the “Company”) and certain of its subsidiaries entered into a three-year $300 million revolving accounts receivable securitization facility (the “AR Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”)”

GRAY MEDIA, INC entered into AR Facility with Wells Fargo Bank, N.A. valued at $300 million (effective 2023-02-23).

“On February 23, 2023, Gray Television, Inc. (“Gray,” or the “Company”) and certain of its subsidiaries entered into a three-year $300 million revolving accounts receivable securitization facility (the “AR Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”) for the purpose of providing additional liquidity in order to repay indebtedness under the Company’s Senior Credit Facility (the “Senior Credit Facility”).”

GRAY MEDIA, INC reported Year ended December 31, 2022 results: revenue $3.7 billion, net income $403 million.

“For the full year of 2022: ● Total revenue was $3.7 billion, an increase of 52% from 2021, marking our highest ever annual revenue. ● Core Advertising Revenue was $1.5 billion, an increase of 26% from 2021. ● Net income attributable to common stockholders was $403 million, an increase of 961% from 2021. ● Broadcast Cash Flow was $1.4 billion, an increase of 77% from 2021.”

GRAY MEDIA, INC reported Fourth quarter ended December 31, 2022 results: revenue $1.1 billion, net income $173 million, EPS $1.88.

“For the fourth quarter of 2022: ● Total revenue was $1.1 billion, an increase of 49% from the fourth quarter of 2021, primarily due to the cyclical increase in political advertising revenue. ● Core Advertising Revenue was $406 million, an increase of 13% from the fourth quarter of 2021. ● Net income attributable to common stockholders was $173 million, or $1.88 per fully diluted share, an increase of 981% from the fourth quarter of 2021.”

GRAY MEDIA, INC reported three-months and nine-months ended September 30, 2022 results: revenue $909 million, net income $95 million, EPS $1.03 per fully diluted share. Guidance reaffirmed.

“a 417% increase in net income attributable to common stockholders, compared to the third quarter of 2021. Overall, the third quarter of 2022 produced record results, including $909 million in total revenue, due to the combination of recent acquisitions, added scale, increasingly efficient integrated operations, and the “on-year” of the two-year political”

Lorri McClain was appointed as director at GRAY MEDIA, INC.

“appointed Lorri McClain to serve as a director, effective March 1, 2022”