# Gray Media, Inc: Form 10-K for the period ended Dec 31, 2025 - Company: [Gray Media, Inc](/companies/gtn.md) (CIK 43196) - Form: 10-K - Filed: 2026-02-26 - Accepted by EDGAR: Feb 26, 2026, 18:14 ET - Period: 2025-12-31 - Accession: 0001437749-26-005803 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/43196/000143774926005803/gtn20251231_10k.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/43196/000143774926005803/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2025-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2025-01-01 to 2025-12-31 | $3.10bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Operating income | 12 months, 2025-01-01 to 2025-12-31 | $392.0m | us-gaap:OperatingIncomeLoss | | Income tax | 12 months, 2025-01-01 to 2025-12-31 | −$28.0m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2025-01-01 to 2025-12-31 | −$85.0m | us-gaap:NetIncomeLoss | | Diluted EPS | 12 months, 2025-01-01 to 2025-12-31 | −$1.41 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 12 months, 2025-01-01 to 2025-12-31 | −$1.41 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2025-01-01 to 2025-12-31 | 97,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2025-01-01 to 2025-12-31 | $289.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2025-01-01 to 2025-12-31 | $108.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Dividends paid | 12 months, 2025-01-01 to 2025-12-31 | $33.0m | us-gaap:PaymentsOfDividendsCommonStock | | Cash and equivalents | at 2025-12-31 | $368.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2025-12-31 | $656.0m | us-gaap:AssetsCurrent | | Total assets | at 2025-12-31 | $10.44bn | us-gaap:Assets | | Current liabilities | at 2025-12-31 | $516.0m | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2025-12-31 | $7.63bn | us-gaap:Liabilities | | Long-term debt | at 2025-12-31 | $5.74bn | us-gaap:LongTermDebtNoncurrent | | Current portion of debt | at 2025-12-31 | $2.0m | us-gaap:LongTermDebtCurrent | | Shareholders' equity | at 2025-12-31 | $2.15bn | us-gaap:StockholdersEquity | ## Business As filed, 42,295 characters. On January 1, 2025, we changed our corporate name from Gray Television, Inc. to Gray Media, Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report. As such, in this Annual Report, unless otherwise indicated or the context otherwise requires, the words “Gray,” “Gray Media,” “the Company,” “we,” “us,” and “our” refer to Gray Media, Inc. and its consolidated subsidiaries. Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by The Nielsen Company US, LLC (“Nielsen”) and/or Comscore, Inc. (“Comscore”). While we believe this data to be accurate and reliable, we have not independently verified such data, nor have we ascertained the underlying assumptions relied upon therein and cannot guarantee the accuracy or completeness of such data. ### General We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 114 full-power television markets that collectively reach approximately 37% of US television households. This portfolio includes 77 markets with the top-rated television station and 97 markets with the first and/or second highest rated television station in average all-day ratings across the 113 of such markets measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 47 markets totaling over 1.6 million Hispanic TV Households. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. Our operating revenues are derived primarily from broadcast and digital advertising and from retransmission consent fees. For the years ended December 31, 2025, 2024 and 2023 our total revenue was $3.1 billion, $3.6 billion and $3.3 billion, respectively. ### Markets and Stations We believe a key driver for our strong market position is our focus on strong local news and information programming. We believe that our market position and our strong local teams have enabled us to maintain more stable revenues compared to many of our peers. We are diversified across our markets and network affiliations. In both 2025 and 2024, our largest market, by revenue, was Phoenix, Arizona, which contributed 5% of our total revenue. Our top 10 markets by revenue contributed approximately 25% and 26% of our total revenue in the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, our CBS-affiliated channels accounted for approximately 37% of total revenue; our NBC-affiliated channels accounted for approximately 27% of total revenue; our FOX-affiliated channels accounted for approximately 14% of total revenue; and our ABC-affiliated channels accounted for approximately 11% of total revenue. We refer to CBS, NBC, ABC and FOX as the “Big Four” networks. In each of our markets other than Atlanta, we own and operate at least one television station broadcasting a primary channel affiliated with one of the Big Four networks. Effective August 16, 2025, our Atlanta station, WANF, ceased its affiliation with the CBS Network and began operations as an independent television station. We also own additional stations in some markets, some of which also broadcast primary channels affiliated with one of the Big Four networks. Nearly all of our stations broadcast secondary digital channels that are affiliated with various networks or are independent of any network. The terms of our affiliations with broadcast networks are governed by network affiliation agreements. Each network affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network. Our network affiliation agreements with the Big Four broadcast networks currently expire at various dates from mid-2027 through December 31, 2028. ### Television Industry Background The Federal Communications Commission (“FCC”) grants broadcast licenses to television stations. There are only a limited number of broadcast licenses available in any one geographic area. Each commercial television station in the US is assigned to one of 210 designated market areas (“DMAs”). These markets are ranked in size according to their number of television households, with the market having the largest number of television households ranked number one (New York City). Each DMA is an exclusive geographic area consisting of all counties (and in some cases, portions of counties) in which the home-market commercial television stations receive the greatest percentage of total viewing hours. Television station revenue is derived primarily from local, regional and national advertising revenue, including digital advertising revenue (together, but excluding political advertising revenue, “Core”), and retransmission consent fees. Television station revenue is also derived to a much lesser extent from studio and tower space rental fees and production activities. “Advertising” primarily refers to advertisements broadcast by television stations, but it also includes advertisements placed on a television station’s website and sponsorships of television programming and offline content such as email messages, mobile applications, and other electronic content distributed by stations. Advertising rates are typically driven by: (i) the size of a station’s market; (ii) a station’s overall ratings; (iii) a program’s popularity among targeted viewers; (iv) the number of advertisers competing for available time; (v) the demographic makeup of the station’s market; (vi) the availability of alternative advertising media in the market; (vii) the presence of effective sales forces; and (viii) the development of projects, features and programs that tie advertiser messages to programming and/or digital content on a station’s website or mobile applications. Because broadcast stations rely on advertising revenues, they are sensitive to cyclical changes in the economy. The sizes of advertisers’ budgets, which can be affected by broad economic trends, can affect the broadcast industry in general and the revenues of individual broadcast television stations. ### Strategy Our success is based on the following strategies: *Grow by Leveraging our Diverse National Footprint.* We serve a diverse and national footprint of television stations. We currently operate in DMAs ranked between 7 and 209. We operate in many markets that we believe have the potential for significant political advertising revenue in periods leading up to elections. We are also diversified across our broadcast programming. *Maintain and Grow our Market Leadership Position.* According to Nielsen, our owned and operated television stations achieved the #1 ranking in overall audience in 77 of our 113 markets measured by Nielsen during 2025. In addition, our stations achieved the #1 and/or #2 ranking in overall audience in 97 of our 113 markets measured by Nielsen. We believe there are significant advantages in operating the #1 or #2 television broadcasting stations in a local market. Strong audience and market share allow us to enhance our advertising revenue through price discipline and leadership. We believe a top-rated local news platform is critical to capturing incremental sponsorship and political advertising revenue. Our high-quality station group allows us to generate higher operating margins, which allows us additional opportunities to reinvest in our business to further strengthen our network and local news ratings. Furthermore, we believe operating the top-ranked stations in our various markets allows us to attract and retain top talent. We also believe that our local market leadership positions help us in negotiating more beneficial terms in our major network affiliation agreements, which currently expire at various dates from mid-2027 through December 31, 2028, as well as our syndicated programming and local sports programming agreements. These leadership positions also give us additional leverage to negotiate retransmission contracts with cable system operators, telephone video distributors, direct broadcast satellite (“DBS”) operators and other multichannel video programming distributors (“MVPDs”). We intend to maintain our market leadership position through continued prudent investment in our local news and syndicated programs, as well as continued technological advances and workflow improvements. We expect to continue to invest in technological upgrades in the future. We believe the foregoing will help us maintain and grow our market leadership, thereby enhancing our ability to grow and further diversify our revenues and cash flows. *Continue to Pursue Strategic Growth and Accretive Acquisition Opportunities.* Over the last 15 years, the television broadcasting industry has been characterized by a high level of acquisition activity. We believe that there are a number of television stations, and a few station groups, that have attractive operating profiles and characteristics, and that share our commitment to local news coverage in the communities in which they operate and to creating high-quality and locally driven content. On a highly selective basis, we may pursue opportunities for the acquisition of additional television stations or station groups that fit our strategic and operational objectives, and where we believe that we can improve revenue, efficiencies and cash flow through active management and cost controls. As we consider potential acquisitions, we primarily evaluate potential station audience and revenue shares and the extent to which the acquisition target would positively impact our existing station operations. We also consider the amount of leverage that an acquisition would entail and our ability to carry such additional leverage at and after the time of acquisition. Consistent with this strategy, we have completed several acquisition and divestiture transactions, including some that had a material impact on our results of operations, between late 2013 and early 2026. Furthermore, we have signed agreements to acquire additional television stations that we anticipate completing later in 2026. For more information on these transactions, see Note 3 “Acquisitions and Divestitures” of our audited consolidated financial statements included elsewhere herein. This note also describes the stations we acquired in 2024 and 2023 and were pending as of December 31, 2025, which we may also refer to collectively as our “acquisitions,” our “recent acquisitions” or “the acquisitions.” *Continue to Monetize Digital Spectrum.* In addition to each station’s primary channel, we also broadcast a number of secondary channels. Certain secondary channels are simultaneously affiliated with more than one network. Our strategy includes expanding upon our digital offerings and sales. We continuously evaluate opportunities to use spectrum for future delivery of data to mobile devices using a new transmission standard called NextGen TV. *Continue to Maintain Prudent Cost Management.* Historically, we have closely managed costs to maintain and improve our margins. We believe that our market leadership position provides additional negotiating leverage that enables us to lower, on a relative basis, our programming costs. We are pursuing opportunities to use spectrum more efficiently for content and sales by transitioning our stations to NextGen TV. *Further Strengthen our Balance Sheet.* During the last several years, we have leveraged our strong cash flow and efficient operating model to grow our diverse national footprint while strategically managing our leverage. In 2025, our debt refinancings extended our significant maturities beyond the next two political cycles and enhanced our financial flexibility. In 2024, we made net principal payments totaling $520 million, reducing the balance outstanding under our Senior Credit Agreement and Senior Notes (in each case as defined below), including both voluntary and required payments, strategic refinancing activities, as well as open-market purchases of portions of our debt at prices below the face value of the instruments purchased. For more information regarding our payment, refinancing and debt purchase activities, see Note 4 “Long-term Debt” of our audited consolidated financial statements included herein. ### Stations Our television stations serve local communities across the country. From our largest market in Atlanta, Georgia (DMA 7) to our smallest in North Platte, Nebraska (DMA 209), as tabulated by Nielsen, we inform, educate, entertain and connect each of these communities to their state, the nation and the whole world. Nearly all markets have a local studio, tower, sales, technical and administrative personnel dedicated to their community. Our network affiliations include the Big Four networks and many smaller networks. Nearly all stations also provide content through digital platforms including a local station website and one or more digital apps and/or Free Ad-Supported Television (“FAST”) channels. For more information about our stations please visit our corporate website at www.graymedia.com. ### Cyclicality, Seasonality and Revenue Concentrations Broadcast stations like ours rely on advertising revenue and are therefore sensitive to cyclical changes in the economy. Our political advertising revenue is generally not as significantly affected by economic slowdowns or recessions as non-political advertising revenue. Broadcast advertising revenue is generally highest in the second and fourth quarters. This seasonality results partly from increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. Broadcast advertising revenue is also typically higher in even-numbered years due to spending by political candidates, political parties and special interest groups during the “on year” of the two-year election cycle. Political advertising spending is typically heaviest during the fourth quarter. In addition, the broadcast of the Olympic Games by our NBC-affiliated stations generally leads to increased viewership and revenue during those years for our NBC-affiliated stations. Our broadcast advertising revenue is earned from the sale of advertisements broadcast by our stations. Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2025, 2024 or 2023, we derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2025, 2024 and 2023 approximately 26%, 23% and 27%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the years ended December 31, 2025, 2024 and 2023 approximately 17%, 20% and 20%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Revenue from these industries may represent a higher percentage of total revenue in odd-numbered years due to, among other things, the increased availability of advertising time, as a result of such years being the “off year” of the two-year election cycle. *Station Network Affiliations.* In addition to affiliations with ABC, CBS, NBC and FOX, our secondary channels are affiliated with numerous smaller networks and program services including, among others, the CW Network or the CW Plus Network (collectively, “CW”), MY Network, the MeTV Network, Telemundo, THE365, Outlaw, and others. Certain of our secondary digital channels are affiliated with more than one network simultaneously. We also broadcast independent and local news/weather channels in some markets on both primary and secondary channels. The Big Four networks dominate broadcast television in terms of the amount of viewership that their original programming attracts. The “Big Three” major broadcast networks of CBS, NBC and ABC provide their respective network affiliates with a majority of the programming broadcast each day. FOX and CW provide their affiliates with a smaller portion of each day’s programming compared to the Big Three networks. The CW Plus Network generally provides programming for the entire broadcast day for CW affiliates in markets smaller than the top 100 DMAs. We believe most successful commercial television stations obtain their brand identity from locally produced news programs; however, the affiliation of a station’s channels with one of the Big Four major networks can have a significant impact on the station’s programming, revenues, expenses and operations. A typical network provides an affiliate with network programming in exchange for a substantial majority of the advertising time available for sale during the airing of the network programs. The network then sells this advertising time and retains the revenue. The affiliate sells the remaining advertising time available within the network programming and non-network programming, and the affiliate retains most or all of these revenues. In seeking to acquire programming to supplement network-supplied programming, which we believe is critical to maximizing affiliate revenue, affiliates compete primarily with other affiliates and independent stations in their markets and, in certain cases, various national non-broadcast networks (“cable networks”) and various video streaming services that present competitive programming. The Big Four networks and CW charge fees to their affiliates for receiving network programming. A television station may also acquire programming through barter arrangements. Under a programming barter arrangement, a national program distributor retains a fixed amount of advertising time within the program in exchange for the programming it supplies. The television station may pay a fixed fee for such programming. We record revenue and expense for trade transactions involving the exchange of tangible goods or services with our customers. The revenue is recorded at the time the advertisement is broadcast and the expense is recorded at the time the goods or services are used. The revenue and expense associated with these transactions are based on the fair value of the assets or services received. Affiliates of FOX and CW must purchase or produce a greater amount of programming for their non-network time periods, generally resulting in higher programming costs. On the other hand, affiliates of FOX and CW retain a larger portion of their advertising time inventory and the related revenues compared to Big Three affiliates. ### Competition Television stations compete for audiences, certain programming (including news) and advertisers. Cable network programming is a significant competitor of broadcast television programming. No single cable network regularly attains audience levels comparable to any major broadcast network. Despite increasing competition from cable channels, streaming services, digital platforms, social media, and internet-delivered video channels, television broadcasting remains the dominant distribution system for mass-market television advertising. In addition, signal coverage and carriage on MVPD systems materially affect a television station’s competitive position. *Audience.* Stations compete for audience based on broadcast program popularity, which has a direct effect on advertising rates. Networks supply a substantial portion of our affiliated stations’ daily programming. Affiliated stations depend on the performance of the network programs to attract viewers. There can be no assurance that any such current or future programming created by our affiliated networks will achieve or maintain satisfactory viewership levels. Stations program non-network time periods with a combination of locally produced news, local and regional sports, public affairs and entertainment programming, including national news or syndicated programs purchased for cash, cash and barter or barter only. MVPD systems have significantly altered the competitive landscape for audience in the television industry. Specifically, MVPD systems can increase a broadcasting station’s competition for viewers in a market by providing both cable networks and distant television station signals not otherwise available to the station’s audience. Other sources of competition for audiences, programming and advertisers include streaming services, connected televisions, internet websites, mobile applications and wireless carriers, direct-to-consumer video distribution systems and home entertainment systems. Recent developments by many companies, including digital streaming service providers and internet website operators, have expanded, and are continuing to expand, the variety and quality of broadcast and non-broadcast video programming available to consumers via the internet. Internet companies have developed business relationships with companies that have traditionally provided syndicated programming, network television and other content. As a result, additional programming has, and is expected to further become, available through non-traditional methods, which can directly impact the number of TV viewers, and thus indirectly impact station rankings, popularity and revenue possibilities of our stations. *Programming.* Competition for non-network programming involves negotiating with national program distributors, or syndicators, that sell “first run” and “off network” or rerun programming packages. Each station competes against the other broadcast stations in its market for exclusive access to first run programming (such as *Wheel of Fortune*) and off-network reruns (such as *The Big Bang Theory*). Broadcast stations also compete for exclusive news stories and features. Cable networks, streaming services and internet service providers compete with local stations for programming. *Advertising.* Advertising revenues comprise the primary source of revenues for our stations. Our stations compete for advertising revenues in their respective markets with other television stations, digital platforms including Google and YouTube, Facebook and Instagram, local cable and other MVPD systems, as well as local newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories and direct mail. ### Federal Regulation of the Television Broadcast Industry *General.* Under the Communications Act of 1934, as amended (“Communications Act”), television broadcast operations such as ours are subject to the jurisdiction of the FCC. Among other things, the Communications Act empowers the FCC to: (i) issue, revoke and modify broadcasting licenses; (ii) regulate stations’ operations and equipment; and (iii) impose penalties for violations of the Communications Act or FCC regulations. The Communications Act prohibits the assignment of a license or the transfer of control of a licensee without prior FCC approval. *License Grant and Renewal.* The FCC grants broadcast licenses to television stations for terms of up to eight years. Broadcast licenses are of paramount importance to the operations of television stations. The Communications Act requires the FCC to renew a licensee’s broadcast license if the FCC finds that: (i) the station has served the public interest, convenience and necessity; (ii) there have been no serious violations of either the Communications Act or the FCC’s rules and regulations; and (iii) there have been no other violations which, taken together, would constitute a pattern of abuse. Historically the FCC has renewed broadcast licenses in substantially all cases. While we are not currently aware of any facts or circumstances that might prevent the renewal of our stations’ licenses at the end of their respective license terms, we cannot provide any assurances that any license will be renewed. Failure to renew any licenses upon the expiration of any license term could have a material adverse effect on our business. Under the Communications Act, the term of a broadcast license is automatically extended pending the FCC’s processing of a timely filed renewal application. *Media Ownership Restrictions and FCC Proceedings.* The FCC’s broadcast ownership rules affect the number, type and location of broadcast properties that we may hold or acquire. Those rules generally prohibit an entity from acquiring “attributable” interests in more than two television stations in the same market if the stations’ digital noise limited service contours (the geographic area where a station’s signal is reliable, “NLSCs”) overlap (the “Two-Station Limit”). The rules continue to limit the aggregate national audience reach of television stations that may be under common ownership, operation and control, or in which a single person or entity may hold an official position or have more than a specified interest or percentage of voting power. The FCC’s rules also define the types of positions and interests that are considered attributable for purposes of the ownership limits, and thus also apply to our principals and certain investors. The FCC is required by statute to review all of its broadcast ownership rules every four years to determine if such rules remain necessary in the public interest. In September 2025, the FCC issued a Notice of Proposed Rulemaking (the “Ownership NPRM”) in response to its 2022 quadrennial review of its media ownership rules. The Ownership NPRM seeks comment on specific aspects of the television ownership rule, including whether the Two-Station Limit remains necessary given competitive developments in the video marketplace. This notice remains pending. *Local TV Ownership Rules.* The FCC’s Two-Station Limit rules allow one entity to acquire two commercial television stations in a DMA as long as the stations’ NLSCs do not overlap. In July 2025, the U.S. Court of Appeals for the Eighth Circuit vacated two aspects of the FCC’s Two-Station Limit that had placed additional restrictions on broadcasters. The court vacated the “top-four” prohibition, which prevented a broadcaster from owning two of the top four ranked stations in a market. The court also vacated the Note 11 amendment, which extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams. *National Television Station Ownership Rule.* The maximum percentage of US households that a single owner can reach through commonly owned television stations is 39%. Congress required the FCC to modify its rules to specify this limit in 2004. The FCC applies a 50% “discount” for ultra-high frequency (“UHF”) stations. In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF discount. Comments and reply comments were filed in 2018, and the proceeding remains open. *Attribution Rules.* Under the FCC’s ownership rules, a direct or indirect purchaser of certain types of our securities could violate FCC regulations if that purchaser owned or acquired an “attributable” interest in another television broadcast station in the same area as one or more of our stations. Pursuant to FCC rules, the following relationships and interests are generally considered attributable for purposes of media ownership restrictions: (i) all officers and directors of a corporate licensee and its direct or indirect parent(s); (ii) voting stock interests of at least 5%; (iii) voting stock interests of at least 20%, if the holder is a passive institutional investor (such as an investment company, as defined in 15 U.S.C. §80a-3, a bank holding stock through its trust department, or an insurance company); (iv) any limited partnership interest or interest in a limited liability company, unless properly “insulated” from management activities; (v) equity and/or debt interests that in the aggregate exceed 33% of a licensee’s total assets, if the interest holder supplies more than 15% of the station’s total weekly programming or is a same-market television broadcast company; and (vi) time brokerage of a television broadcast station by a same-market television broadcast company providing more than 15% of the station’s weekly programming. Management services agreements and other types of shared services arrangements between same-market stations that do not include attributable time brokerage components generally are not deemed attributable under the FCC’s current rules and policies. However, the FCC previously requested comment on whether local news service agreements and/or shared services agreements should be considered attributable for purposes of applying the media ownership rules, and the FCC has recently provided additional scrutiny to such arrangements. The DOJ has also taken steps under the antitrust laws to block certain transactions involving joint sales or other services agreements. To our knowledge, no officer, director or 5% or greater shareholder currently holds an attributable interest in another television station that is inconsistent with the FCC’s ownership rules and policies or with our ownership of our stations. *Alien Ownership Restrictions.* The Communications Act restricts the ability of foreign entities or individuals to own or hold interest in broadcast licenses. The Communications Act bars the following from holding broadcast licenses: foreign governments, representatives of foreign governments, non-citizens, representatives of non-citizens, and corporations or partnerships organized under the laws of a foreign nation. Foreign individuals or entities, collectively, may directly or indirectly own or vote no more than 20% of the capital stock of a licensee or 25% of the capital stock of a corporation that directly or indirectly controls a licensee. The 20% limit on foreign ownership of a licensee may not be waived. In September 2016, the FCC adopted an Order that allows broadcast licensees to file a petition for declaratory ruling seeking FCC approval to exceed the 25% foreign ownership benchmark for a parent company. The FCC also clarified the methodology for publicly traded broadcasters to assess compliance with the foreign ownership limits. We serve as a holding company for our subsidiaries, including subsidiaries that hold station licenses. Therefore, absent a grant of a declaratory ruling, we are restricted from having more than one-fourth of our stock owned or voted directly or indirectly by non-citizens, foreign governments, representatives of non-citizens or foreign governments, or foreign corporations. *Programming and Operations.* Rules and policies of the FCC and other federal agencies regulate certain programming practices and other areas affecting the business or operations of broadcast stations. The Children’s Television Act of 1990 limits commercial matter in children’s television programs and requires stations to present educational and informational children’s programming. Broadcasters are effectively required through license renewal processing guidelines to provide a certain amount of children’s educational programming per week on their primary channels. In July 2019, the FCC issued an Order that adopted sweeping changes to the current children’s programming rules giving broadcasters increased flexibility in how they choose to serve the educational and informational needs of children. The FCC also regulates broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident. The FCC had sought comment on whether it should modify its indecency policies but dismissed this proceeding without taking action. However, the courts remain free to review the FCC’s current policy. We are unable to predict the outcome of any such judicial proceeding, which could have a material adverse effect on our business. *EEO Rules.* The FCC’s Equal Employment Opportunity (“EEO”) rules impose job information dissemination, recruitment, documentation and reporting requirements on broadcast station licensees. Broadcasters are subject to random audits to ensure compliance with EEO rules and may be sanctioned for noncompliance. *MVPD Retransmission of Local Television Signals.* Under the Communications Act and FCC regulations, each television station generally has a so-called “must-carry” right to carriage of its primary channels on all cable systems and direct broadcast satellite systems serving its market. Each commercial television station may elect between invoking its “must carry” right or invoking a right to prevent an MVPD system from retransmitting the station’s signal without its consent (“retransmission consent”). Stations must make this election by October 1 every three years. Such elections are binding throughout the three-year cycle that commences on the subsequent January 1. The current election cycle commenced on January 1, 2024, and ends on December 31, 2026. During this period, our stations elected retransmission consent and have entered into retransmission consent contracts with virtually all MVPD systems serving their markets. Under the Communications Act and FCC regulations, broadcasters and MVPDs are required to negotiate retransmission consent agreements in good faith. Among other things, MVPDs may designate a buying group to negotiate retransmission consent agreements on their behalf and large stations groups, such as us, are required to negotiate for retransmission consent in good faith with a qualified MVPD buying group. The FCC also has promulgated rules that: (i) grant DBS providers the right to seek market modifications based on factors similar to those used in the cable industry; (ii) broaden the FCC’s prohibition against joint retransmission negotiations by prohibiting joint retransmission negotiations by any stations in the same DMA not under common control; (iii) prohibit a television station from limiting the ability of an MVPD to carry into its local market television signals that are deemed significantly viewed; and (iv) eliminate the “sweeps prohibition,” which precluded cable operators from deleting or repositioning local commercial television stations during “sweeps” ratings periods. We currently are not a party to any agreements that delegate our authority to negotiate retransmission consent for any of our television stations or that grant us authority to negotiate retransmission consent for any other television station. Nevertheless, we cannot predict how the FCC’s restriction on joint negotiation might impact future opportunities. The FCC has sought comment on whether it should modify or eliminate the network non-duplication and syndicated exclusivity rules. In March 2020, the FCC sought comment on whether it should modernize its methodology for determining whether a television station is significantly viewed in a community outside of its local television market. Under exceptions to the network non-duplication and syndicated exclusivity rules, cable operators and satellite carriers are not required to delete the duplicating network or syndicated programming where the signal of the otherwise distant station is determined to be significantly viewed in the relevant community. We cannot predict the outcome of these proceedings. If, however, the FCC eliminates or relaxes its rules enforcing our program exclusivity rights, it could affect our ability to negotiate future retransmission consent agreements, and it could harm our ratings and advertising revenue if cable and satellite operators import duplicative programming. Certain online video distributors (“OVDs”, sometimes referred to as virtual internet-delivered multichannel video programming distributors, or “vMVPDs”) have explored streaming broadcast programming over the internet without the consent of the copyright owner of the programming. The majority of federal courts have sided with broadcasters and enjoined OVDs from streaming broadcast programming without obtaining such copyright clearance. In December 2014, the FCC issued an NPRM seeking comment on its proposal to modernize the term “MVPD” to be technology neutral. If the NPRM proposal is adopted, an entity that uses the internet to distribute multiple streams of linear programming, including OVDs, would be considered an MVPD and would have the same retransmission consent rights and obligations as other MVPDs, including the right to negotiate with television stations to carry their broadcast signals. The FCC also asked about the possible copyright implications of this proposal. Currently, a number of OVDs have obtained appropriate copyright authority and are retransmitting broadcast programming over the internet, but have not been required to obtain separate retransmission consent from the broadcast stations being retransmitted. Often, such rights have been obtained through negotiations directly with the major broadcast networks, and local broadcasters have been offered the opportunity to “opt-in” to those agreements. In November 2025, the FCC’s Media Bureau issued a public notice asking whether any barriers are preventing local broadcast stations from meeting their public interest obligations, including a request for comment on the status of the relationship between national programmers and their local affiliates. The Company, as well as major broadcast affiliate groups, submitted comments asking the FCC to evaluate the current network-affiliate relationship, including the networks’ practice of (i) negotiating agreements with OVDs and offering local affiliates the ability to “opt-in” to those agreements and (ii) offering OVDs “white feeds” of their programming that do not include broadcasters’ local content, and urged the FCC to take action to restore balance in the network-affiliate relationship. We cannot predict the outcome of the FCC’s interpretive proceedings or whether the FCC will institute a rulemaking proceeding to assess the network-affiliate relationship. The foregoing does not purport to be a complete summary of the Communications Act, other applicable statutes, or the FCC’s rules, regulations or policies. Proposals for additional or revised regulations and requirements are pending before, are being considered by, and may in the future be considered by, Congress and federal regulatory agencies from time to time. We cannot predict the effect of any existing or proposed federal legislation, regulations or policies on our business. Also, several of the foregoing matters are now, or may become, the subject of litigation, and we cannot predict the outcome of any such litigation or the effect on our business. ### Human Capital Successful execution of our strategy is dependent on attracting, developing and retaining key employees and members of our management team. We believe the substantial skills, experience and industry knowledge of our employees and our training of our customer-facing employees benefit our operations and performance. There are several ways in which we attract, develop, and retain highly qualified talent, including: - *Training and investing in our employees.* With competitive wages, healthcare benefits, a defined contribution retirement program and opportunities for job training and advancement, our employees develop skills and expertise necessary to build careers. - *Driving a diverse and inclusive culture.* We are committed to a welcoming and inclusive environment in every aspect of our business. As we strive to deliver high-quality products and services that exceed expectations, we embrace the unique perspectives and experiences of our employees and partners and the communities we serve. - *Focusing on a safe and healthy workplace.* We value our employees and are committed to providing a safe and healthy workplace. All employees are required to comply with Company safety rules and expectations and are expected to actively contribute to making our Company a safer place to work. ### Employees As of February 20, 2026, we had 9,165 full-time employees and 417 part-time employees, of which, 506 full-time and 16 part-time employees at 17 stations were represented by various unions. We consider our relations with our employees to be good. ### Corporate Information Gray Media, Inc. is a Georgia corporation, incorporated in 1897 initially to publish the Albany Herald in Albany, Georgia. We entered the broadcast industry in 1953. Our executive offices are located at 4370 Peachtree Road, NE, Atlanta, Georgia 30319, and our telephone number at that location is (404) 504-9828. Our website address is http://www.graymedia.com. The information on our website is not incorporated by reference or part of this or any other report we file with or furnish to the Securities and Exchange Commission (“SEC”). We make the following reports filed or furnished, as applicable, with the SEC available, free of charge, on our website under the heading “SEC Filings” as soon as practicable after they are filed with, or furnished to, the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and amendments to any of the foregoing. A Code of Ethics (“Code”) applies to all of our directors, executive officers and employees. The Code is available on our website in the Investor Relations section under the subheading Governance Documents. If any waivers of the Code are granted to an executive officer or director, the waivers will be disclosed in an SEC filing on Form 8-K. ## Risk factors As filed, 51,434 characters. In addition to the other information contained in, incorporated by reference into or otherwise referred to in this Annual Report, you should consider carefully the following factors when evaluating our business. Any of these risks, or the occurrence of any of the events described in these risk factors, could materially adversely affect our business, financial condition and the results of operations. In addition, other risks or uncertainties not presently known to us or that we currently do not deem material could arise, any of which could also materially adversely affect us. This Annual Report also contains and incorporates, by reference, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including the occurrence of one or more of the following risk factors. ### Risks Related to Our Business ### Operating Risks ***The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control.*** Our main source of revenue is the sale of advertising time and space. Our ability to sell advertising time and space depends on, among other things: - economic conditions in the areas where our stations are located and in the nation as a whole; - the popularity and performance of the programming offered by our television stations; - changes in population demographics in the areas where our stations are located; - local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising; - our competitors’ activities, including increased competition from other advertising-based mediums, particularly digital and streaming platforms, cable networks, MVPDs and other internet companies; - the duration and extent of any network preemption of regularly scheduled programming for any reason; - decisions by advertisers to withdraw, reduce or delay planned advertising expenditures for any reason; - the competitiveness of local, regional, and federal elections and ballot initiatives; - labor disputes or other disruptions at major national advertisers, programming providers or networks; and - other factors beyond our control. Our results are also subject to seasonal and cyclical fluctuations. Seasonal fluctuations typically result in higher revenue and broadcast operating income in the second and fourth quarters than in the first and third quarters of each year. This seasonality is primarily attributable to advertisers’ increased expenditures in the spring and in anticipation of holiday season spending in the fourth quarter, as well as increased television viewership during these periods. In addition, we typically experience fluctuations in our revenue and broadcast operating income between even-numbered and odd-numbered years. In years in which there are impending elections for various state and national offices, which primarily occur in even-numbered years, political advertising revenue tends to increase, often significantly, and particularly during presidential election years. We consider political broadcast advertising revenue to be revenue earned from the sale of advertising to political candidates, political parties and special interest groups of advertisements broadcast by our stations that contain messages primarily focused on elections and/or public policy issues. In even-numbered years, we typically derive a material portion of our broadcast advertising revenue from political broadcast advertisers. For the years ended December 31, 2025 and 2024, we derived approximately 1% and 14%, respectively, of our total revenue from political broadcast advertisers. If political broadcast advertising revenues declined, especially in an even-numbered year, our results of operations and financial condition could be materially adversely affected. Also, our stations affiliated with the NBC Network broadcast Olympic Games and typically experience increased viewership and revenue during those broadcasts. As a result of the seasonality and cyclicality of our revenue and broadcast operating income, and the historically significant increase in our revenue and broadcast operating income during even-numbered years, it has been, and is expected to remain, difficult to conduct meaningful period-over-period comparisons of our revenue and results of operations. ***Uncertain financial, economic and political conditions may have an adverse impact on our business, results of operations or financial condition.*** Uncertainty regarding financial, economic and political conditions over the longer term and the continuation or worsening of such conditions could reduce consumer confidence and adversely affect our business, results of operations and/or financial condition. A decline in consumer confidence could negatively affect our advertising customers’ businesses and their advertising budgets. In addition, volatile economic conditions and/or the adoption or expansion of trade restrictions or other governmental actions related to tariffs or trade policies could negatively impact our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales. Furthermore, actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets may not achieve their intended effects. In addition to any direct negative consequences to our business or results of operations arising from these financial, economic and political developments, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers on whom we rely, including for access to future capital or financing arrangements necessary to support our business. Our inability to obtain financing in amounts and at times necessary could make it more difficult or impossible to meet our obligations or otherwise take actions in our best interests. ***Our dependence upon a limited number of advertising categories could adversely affect our business.*** We consider broadcast advertising revenue to be revenue earned primarily from the sale of advertisements broadcast by our stations. Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2025 and 2024, we derived a material portion of our non-political local, national, and digital broadcast advertising revenue (“Core Advertising Revenue”) from advertisers in a limited number of industries, particularly the services sector, (primarily financial, legal and medical advertisers) and the automotive industry. The services sector has become an increasingly important source of advertising revenue in recent years. Approximately 26%, 23%, and 27% of our Core Advertising Revenue was derived from advertising sales to customers in the services sector for the years ended December 31, 2025, 2024, and 2023, respectively. Approximately 17%, 20%, and 20% of our Core Advertising Revenue was derived from advertising sales to automotive customers for the years ended December 31, 2025, 2024, and 2023, respectively. Our results of operations and financial condition could be materially adversely affected if broadcast advertising revenue from the services sector, the automotive industry or certain other industries, such as the restaurant, communications, or furniture and appliances industries, declined. ***We intend to continue to evaluate growth opportunities through strategic acquisitions, and there are significant risks associated with an acquisition strategy.*** We intend to continue to evaluate opportunities for growth through selective acquisitions of television stations or station groups, subject to our commitment to reducing our leverage ratio over time. There can be no assurance that we will be able to identify any suitable acquisition candidates, and we cannot predict whether we will be successful in pursuing or completing any acquisitions, or what the consequences of not completing any acquisitions would be. Consummation of any proposed acquisition may also be subject to various conditions such as compliance with FCC rules and policies, as well as antitrust or other regulatory requirements. In order to comply with antitrust or other regulatory requirements, the consummation of such acquisitions may also require waivers or be subject to various conditions for approval, and there can be no assurance that the approvals, waivers, or conditions will be satisfied and the consummation of any acquisitions will occur on the timelines contemplated or at all. In addition, as we operate in a highly regulated industry, we could be subject to litigation, government investigations and enforcement actions on a variety of matters, the result of which could limit our acquisition strategy. An acquisition strategy involves numerous other risks, including risks associated with: - identifying suitable acquisition candidates and negotiating definitive purchase agreements on satisfactory terms; - integrating operations and systems and managing a larger and more geographically diverse group of stations; - obtaining financing to complete acquisitions, which may not be available to us at times, in amounts, or at rates acceptable to us, if at all, and the related risks associated with increased debt; - diverting our management’s attention from other business priorities; - potentially losing key employees; and - potential changes in the regulatory approval process that may materially increase costs, or materially delay our ability, to consummate any proposed acquisitions. Our failure to identify suitable acquisition candidates, to complete any acquisitions and integrate any acquired businesses, or to realize the expected benefits therefrom, could materially adversely affect our business, financial condition and results of operations. ***We may fail to realize any benefits and incur unanticipated losses related to any acquisition.*** The success of any strategic acquisition depends, in part, on our ability to successfully combine the acquired business and assets with our operations and to effectively manage the assets so acquired. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers and employees or to achieve the anticipated benefits of an acquisition. Successful integration may also be hampered by any differences between the operations and corporate culture of the organizations. Additionally, general market and economic conditions may inhibit the successful integration of any business. If we experience difficulties with the integration process, the anticipated benefits of an acquisition may not be realized fully, or at all, or may take longer to realize than expected. Finally, any cost savings that are realized may be offset by revenue losses from the acquired business, by the disposition of assets or operations in connection with the acquisition, or by charges to earnings associated with such acquisitions. ***We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs.*** One of our most significant costs is the purchase of television programming. If a particular program is not sufficiently popular among audiences relative to the cost we pay for such program, we may not be able to sell enough related advertising to recover the broadcast costs. We also typically must purchase programming several years in advance, and we may have to commit to purchase more than one year’s worth of programming, resulting in the incurrence of significant costs in advance of our receipt of any related revenue. We may also replace underperforming programs before we have recaptured any significant portion of the costs we incurred to obtain such programming or fully expensed those costs for financial reporting purposes. Any of these factors could reduce our revenues, result in impairment charges, or otherwise cause our costs to escalate relative to revenues. ***We are highly dependent upon our network affiliations, and our business and results of operations may be materially affected if a network: (i) terminates its affiliation with us; (ii) significantly changes the economic terms and conditions of any future affiliation agreements with us; or (iii) significantly changes the type, quality or quantity of programming provided to us under an affiliation agreement.*** Our business depends in large part on the success of our network affiliations. One or more stations in each of our operating markets other than Atlanta are affiliated with at least one of the four major broadcast networks pursuant to individual affiliation agreements. Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network during the term of the related agreement. Our affiliation agreements with the Big Four networks expire at various dates from mid-2027 through December 31, 2028. If we cannot enter into NEW affiliation agreements to replace any agreements in advance of their expiration, we would no longer be able to carry the affiliated network’s programming. This loss of programming would require us to create and/or obtain replacement programming. Such replacement programming may involve higher costs and may be less attractive to our target audiences, thereby reducing our ability to generate advertising revenue, and potentially having a material adverse effect on our results of operations. On the other hand, replacement programming may provide additional advertising inventory than that provided to affiliated stations by their networks. Our concentration of CBS and/or NBC affiliates makes us particularly sensitive to adverse changes in our business relationships with, and the general success of, CBS and/or NBC. If we are able to renew or replace existing affiliation agreements, we can give no assurance that any future affiliation agreements will have economic terms and conditions equivalent to, or more favorable than, our current agreements. If, in the future, a network or networks impose more adverse economic terms upon us, such event or events could have a material adverse effect on our business and results of operations. In addition, if we are unable to renew or replace any existing affiliation agreements, we may be unable to satisfy certain obligations under our existing or any future retransmission consent agreements with MVPDs and/or to secure payment of retransmission consent fees under such agreements. Furthermore, if in the future a network limited or removed our ability to retransmit network programming to MVPDs, we may be unable to satisfy certain obligations or criteria for fees under any existing or any future retransmission consent agreements. In either case, such events could have a material adverse effect on our business and results of operations. ***We are also dependent upon our retransmission consent agreements with MVPDs, and we cannot predict the outcome of potential regulatory changes to the retransmission consent regime.*** We are also dependent, in significant part, on our retransmission consent agreements. Our current retransmission consent agreements expire at various times over the next several years. There can be no assurance that we will be able to renegotiate all of such agreements on favorable terms, on a timely basis, or at all. The failure to renegotiate such agreements could have a material adverse effect on our business and results of operations. Our ability to successfully negotiate future retransmission consent agreements may be hindered by potential legislative or regulatory changes to the framework under which these agreements are negotiated. In December 2019, Congress adopted the Satellite Television Community Protection and Promotion Act of 2019 and the Television Viewer Protection Act of 2019 (the “TVPA of 2019”). Among other things, these acts (i) made permanent the copyright license set out in Section 119 of the Copyright Act; (ii) limited eligibility for use of the Section 119 license to retransmit the signals of network television broadcast stations to unserved households to those satellite operators that provide local-into-local service to all DMAs; and (iii) modified the definition of unserved households to those households located in a “short market” (which, in turn, was defined as a local market in which programming of one or more of the top four networks is not offered on either the primary or multicast stream by any network station in that market). The TVPA of 2019 also made permanent the requirement that broadcasters and MVPDs negotiate in good faith and added a provision that (i) allows MVPDs to designate a buying group to negotiate retransmission consent agreements on their behalf and (ii) requires large station groups, including ours, to negotiate in good faith with a qualified MVPD buying group. Congress continues to consider various changes to the statutory scheme governing retransmission of broadcast programming. Some of the proposed bills would make it more difficult to negotiate retransmission consent agreements with large MVPDs and would weaken our leverage to seek market-based compensation for our programming. We cannot predict whether any of these proposals will become law, and, if any do, we cannot determine the effect that any statutory changes would have on our business. ***We may be unable to maintain or increase our digital advertising revenue, which could have a material adverse effect on our business and operating results.*** We generate a meaningful portion of our advertising revenue from the sale of advertisements on our digital platforms and through the sale of inventory on digital platforms owned by third parties. Our ability to maintain and increase this advertising revenue is largely dependent upon the number of users actively visiting the digital sites, digital apps, and platforms and our arrangements that allow us to sell and service such inventory. Because digital advertising techniques are evolving, if our content, technology and/or advertisement-serving techniques do not evolve to meet the changing needs of advertisers, our advertising revenue could decline. Changes in our business model, advertising inventory or initiatives could also cause a decrease in our digital advertising revenue. In addition, changes in or deprecation of third-party cookies, mobile identifiers and measurement tools; browser, device and app store policies; increased use of ad-blocking technologies; changes in brand-safety, suitability and viewability standards; and evolving privacy and data protection laws and industry frameworks may reduce our ability to target, deliver and measure advertising and could adversely affect pricing and demand. Policy or algorithm changes by major technology platforms, or disruptions in the digital advertising ecosystem, could also reduce the reach, monetization or effectiveness of our digital advertising offerings. We do not have long-term agreements with most of our digital advertisers. Any termination, change or decrease in our relationships with our largest digital advertising clients could have a material adverse effect on our revenue and profitability. If we do not maintain or increase our digital advertising revenue, our business, results of operations and financial condition could be materially adversely affected. ***Increased cybersecurity threats, attacks, and cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.*** We rely on technology and data owned or controlled by us or our third-party service providers in substantially all aspects of our business operations. Our revenues are increasingly dependent on digital products and access to systems and data. Such use exposes us to cybersecurity threats arising from a variety of causes and forms, including from deliberate attacks or unintentional events. These cybersecurity incidents and similar attacks could include, but are not limited to, the deployment of harmful malware or ransomware, denial-of-services attacks, account takeovers and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information. These attacks and incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient, and attempts to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, data corruption or operational disruption. Cybersecurity threat actors also may attempt to exploit vulnerabilities in widely used or bundled software, including software commonly used by companies in cloud-based services, and may target third parties on whom we rely for hosting, content delivery, advertising technology, audience measurements and other critical services. If we are subject to a cybersecurity incident or a similar attack, it could result in business interruption, disclosure of nonpublic information, alteration or corruption of data or systems, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation or investigations, including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, financial consequences and reputational damage adversely affecting customer or investor confidence, among other things, any or all of which could materially adversely affect our business. While we have experienced cybersecurity incidents in the past, and may experience additional cybersecurity incidents in the future, we are not aware of any cybersecurity incident having a material adverse effect on our business, results of operations or financial condition to date. However, there can be no assurance that we will not experience future cybersecurity incidents that may be material. Although we have systems and processes in place to try to protect against risks associated with cybersecurity incidents in the future, depending on the nature of a cybersecurity incident, these protections may not be fully sufficient or effective, particularly as threat techniques, tools and attack vectors evolve. In addition, because techniques used in cybersecurity threats change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. A cybersecurity incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. We may also be required to comply with evolving cybersecurity and data protection laws, regulations, and industry standards, including incident reporting, notification and disclosure requirements, which could increase compliance costs and exposure to enforcement. Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity incident, that it will cover all types of events or losses (including fines, penalties or certain categories of business interruption), or that such coverage will continue to be available on commercially reasonable terms or at all. ### Industry Risks ***We operate in a highly competitive environment. Competition occurs on multiple levels (for audiences, programming and advertisers) and is based on a variety of factors. If we are not able to successfully compete in all relevant aspects, our revenues will be materially adversely affected.*** Television stations compete for audiences, certain programming (including news) and advertisers. Signal coverage and carriage on MVPD systems also materially affect a television station’s competitive position. With respect to audiences, stations compete primarily based on broadcast program popularity. We cannot provide any assurances as to the acceptability by audiences of any of the programs we broadcast. Further, because we compete with other broadcast stations for certain programming, we cannot provide any assurances that we will be able to obtain any desired programming at costs that we believe are reasonable. Cable-network programming, combined with increased access to cable, satellite TV, vMVPDs, as well as internet video services (such as YouTube) and internet streaming channels and services including subscription video on demand (“SVOD”) and advertising video on demand (“AVOD”) have become significant competitors for television programming viewers. Cable networks’ viewership and advertising share have been declining in recent years, while streaming viewership has accelerated and recently surpassed the combined viewership of broadcast and cable-network programming combined. Further increases in the advertising share of cable networks, internet video services, social and short-form platforms and internet streaming channels and services could materially adversely affect the advertising revenue of our television stations. In addition, new technologies and methods of buying advertising present an additional competitive challenge, as competitors may offer products and services such as the ability to purchase advertising programmatically or bundled offline and online advertising, aimed at more efficiently capturing advertising spend. The number of viewers and ratings of our television stations and advertising revenues in general may be impacted by viewers moving to these programming alternatives and alternate media content providers, and by eliminating or reducing subscriptions to traditional MVPD services (“cord cutting” and “cord shaving,” respectively). As these programming alternatives continue to drive changes in consumer behavior and other consumption strategies, including the fragmentation of audiences across platforms and devices, our business and results of operations may be materially affected. Our inability or failure to broadcast popular programs, or otherwise maintain viewership for any reason, including as a result of increases in programming alternatives, or our loss of advertising due to technological changes, could result in a lessening of advertisers, or a reduction in the amount advertisers are willing to pay us to advertise, which could have a material adverse effect on our business, financial condition and results of operations. ### Risks Related to Our Indebtedness ***We have substantial debt and have the ability to incur significant additional debt. The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations.*** As of December 31, 2025, we had a $5.8 billion in aggregate principal amount of outstanding indebtedness, excluding intercompany debt and deferred financing costs. Subject to our ability to meet certain borrowing conditions under our Fifth Amended and Restated Credit Agreement (the “Senior Credit Agreement”), we have the ability to incur significant additional debt, including secured debt under our $750 million revolving credit facility (the “Revolving Credit Facility”). The terms of the indenture (the “2033 Notes Indenture”) governing our outstanding 7.25% senior secured first lien notes due 2033 (the “2033 Notes (1L)”, indenture (the “2032 Notes Indenture”) governing our outstanding 9.625% senior secured second lien notes due 2032 (the “2032 Notes (2L)”, indenture (the “2031 Notes Indenture”) governing our outstanding 5.375% senior notes due 2031 (the “2031 Notes”), the indenture (the “2030 Notes Indenture”) governing our outstanding 4.750% senior notes due 2030 (the “2030 Notes”), the indenture (the “2029 Notes Indenture”) governing our outstanding 10.5% senior secured first lien notes due 2029 (the “2029 Notes (1L)”) and the indenture (the “2026 Notes Indenture”) governing our outstanding 5.875% senior notes due 2026 (the “2026 Notes”) and, together with the 2033 Notes Indenture, the 2032 Notes Indenture, 2031 Notes Indenture, the 2030 Notes Indenture, the 2029 Notes Indenture, and the 2026 Notes Indenture, the “Existing Indentures” or the “Indentures”) also permit us to incur additional indebtedness, subject to our ability to meet certain borrowing conditions. Our substantial debt may have important consequences. For instance, it could: - require us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, which would reduce funds available for other business purposes, including capital expenditures, acquisitions and investments; - place us at a competitive disadvantage compared to some of our competitors that may have less debt and better access to capital resources; - limit our ability to obtain additional financing to fund acquisitions, working capital and capital expenditures and for other general corporate purposes; and - make it more difficult for us to satisfy our financial obligations. Our ability to service our significant financial obligations depends on our ability to generate significant cash flow. This is partially subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Senior Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Additional debt or equity financing may not be available in sufficient amounts, at times or on terms acceptable to us, or at all. Specifically, volatility in the capital markets may also impact our ability to obtain additional financing, or to refinance our existing debt, on terms or at times favorable to us. If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations due under the respective agreements, which could have a material adverse effect on us. ***The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions.*** The agreements governing our various debt obligations, including our Senior Credit Agreement and the Existing Indentures, include covenants imposing significant restrictions on our operations. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. These covenants place, or will place, restrictions on our ability to, among other things: - incur additional debt, subject to certain limitations; - declare or pay dividends, redeem stock or make other distributions to stockholders; - make investments or acquisitions; - create liens or use assets as security in other transactions; - issue guarantees; - merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; - amend our articles of incorporation or bylaws; - engage in transactions with affiliates; and - purchase, sell or transfer certain assets. Any of these restrictions and limitations could make it more difficult for us to execute our business strategy. ***The Existing Indentures and our Senior Credit Agreement require us to comply with certain financial ratios or other covenants; our failure to do so would result in a default thereunder, which would have a material adverse effect on us.*** We are required to comply with certain financial or other covenants under the Existing Indentures and our Senior Credit Agreement. Our ability to comply with these requirements may be affected by events affecting our business, but beyond our control, including prevailing general economic, financial and industry conditions. These covenants could have an adverse effect on us by limiting our ability to take advantage of financing, investment, acquisition or other corporate opportunities. The breach of any of these covenants or restrictions could result in a default under the Existing Indentures or our Senior Credit Agreement. Upon a default under any of our debt agreements, the lenders or debtholders thereunder could have the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under our Senior Credit Agreement. If we were unable to repay our secured debt to our lenders, or were otherwise in default under any provision governing our outstanding secured debt obligations, our secured lenders could proceed against us and our subsidiary guarantors and against the collateral securing that debt. Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations. ***Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.*** Borrowings under our Senior Credit Agreement are at variable rates of interest and expose us to interest rate risk. If the rates on which our borrowings are based were to increase from current levels, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our other obligations would decrease. ### Other Financial Risks ***We recently have incurred impairment charges on our goodwill, broadcast licenses, other intangible assets and investments. Any such future charges may have a material effect on the value of our total assets.*** As of December 31, 2025, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.4 billion. During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets. In January 2025, we received a cash payment of $4 million in settlement of our claim in the Diamond plan of reorganization that was confirmed on November 14, 2024. Also, during the years ended December 31, 2025, 2024 and 2023, we have recognized impairment charges of $20 million, $25 million and $29 million, respectively, related to investments. These impairment charges were recorded upon our determination that the fair value of the investments had declined on an other-than-temporary basis or that the recorded value was not recoverable. Not less than annually, and more frequently if necessary, we are required to evaluate our goodwill and broadcast licenses to determine if the estimated fair value of these intangible assets is less than book value. If the estimated fair value of these intangible assets is less than book value, we will be required to record a non-cash expense to write down the book value of the intangible asset to the estimated fair value. During the year ended December 31, 2025, we recognized an impairment charge of $2 million related to broadcast licenses and $28 million related to other intangibles. We cannot make any assurances that any required impairment charges in the future will not have a material adverse effect on our total assets. ***We are a holding company with no material independent assets or operations and we depend on our subsidiaries for cash.*** We are a holding company with no material independent assets or operations, other than our investments in our subsidiaries. Because we are a holding company, we are dependent upon the payment of dividends, distributions, loans or advances to us by our subsidiaries to fund our obligations. These payments could be or become subject to dividend or other restrictions under applicable laws in the jurisdictions in which our subsidiaries operate. Payments by our subsidiaries are also contingent upon the subsidiaries’ earnings. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our financial condition and ability to meet our obligations may be materially adversely affected. ### Risks Related to the Ownership of Our Equity Securities ### The price and trading volume of our equity securities may be volatile. The price and trading volume of our equity securities may be volatile and subject to fluctuations. Some of the factors that could cause fluctuation in the stock price or trading volume of our equity securities include: - general market and economic conditions and market trends, including in the television broadcast industry and the financial markets generally, including levels of key interest rates, inflation and recessionary concerns; - the political, economic and social environment in the United States; - actual or anticipated variations in operating results, including audience share ratings and financial results; - inability to meet projections in revenue; - announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments; - technological innovations in the television broadcast industry; - adoption of new accounting standards affecting our industry; - operations of competitors and the performance of competitors’ common stock; - litigation or governmental action involving or affecting us or our subsidiaries; - changes in financial estimates and recommendations by securities analysts; - recruitment or departure of key personnel; - purchases or sales of blocks of our common stock; and - operating and stock performance of the companies that investors may consider to be comparable. There can be no assurance that the price of our equity securities will not fluctuate or decline significantly. The stock market in recent years has experienced considerable price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies and that could adversely affect the price of our equity securities, regardless of our operating performance. Stock price volatility might be worse if the trading volume of shares of our equity securities is low. Significant volatility could also impair our ability to raise capital, use our equity as consideration for acquisitions, or retain employees through equity compensation. Furthermore, stockholders may initiate securities class action lawsuits if the market price of our equity securities were to decline significantly, which may cause us to incur substantial costs and could divert the time and attention of our management. ***We currently pay cash dividends on our common stock and Class A common stock but this is subject to approval by our Board each quarter. To the extent a potential investor ascribes value to a dividend-paying stock, the value of our stock may be correspondingly affected.*** Our Board of Directors reinstated a cash or stock dividend on both classes of our common stock beginning in the first quarter of 2021. The timing and amount of any future dividend is at the discretion of our Board of Directors, and they may be subject to limitations or restrictions in our Senior Credit Agreement and other financing agreements, including our Series A Perpetual Preferred Stock, we may be, or become, party to. We can provide no assurance when or if any future dividends will be declared on our common stock or Class A common stock. As a result, if and to the extent an investor ascribes value to a dividend-paying stock, the value of our common stock or Class A common stock may be correspondingly affected. ***Anti-takeover provisions contained in our Restated Articles of Incorporation (“Articles”) and our Bylaws, as amended (“Bylaws”), as well as provisions of Georgia law, could impair a takeover attempt.*** Our Articles and Bylaws may have the effect of delaying, deferring or discouraging a prospective acquirer from making a tender offer for our shares of common stock or otherwise attempting to obtain control of us. To the extent that these provisions discourage takeover attempts, they could deprive stockholders of opportunities to realize takeover premiums for their shares. Moreover, these provisions could discourage accumulations of large blocks of common stock, thus depriving stockholders of any advantages which large accumulations of stock might provide. As a Georgia corporation, we are also subject to provisions of Georgia law, including Section 14-2-1132 of the Georgia Business Corporation Code. Section 14-2-1132 prevents some stockholders holding more than 10% of our outstanding common stock from engaging in certain business combinations unless the business combination was approved in advance by our Board of Directors or results in the stockholder holding more than 90% of our outstanding common stock. Any provision of our Articles, our Bylaws or Georgia law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock. ***We have the ability to issue additional preferred stock, which could affect the rights of holders of our common stock and Class A common stock.*** Including the shares of preferred stock issued in the acquisition of Raycom Media, Inc. (the “Raycom Merger”), our Articles allow our Board of Directors to issue up to 20 million shares of preferred stock and set forth the terms of such preferred stock. The terms of any such preferred stock, if issued, may materially adversely affect the dividend and liquidation rights of holders of our common stock. ***Holders of our Class A common stock have the right to 10 votes per share on all matters to be voted on by our stockholders and, consequently, the ability to exert significant influence over us.*** As a result of the 10 to 1 voting rights of holders of our Class A common stock, these stockholders are expected to be able to exert significant influence over all matters requiring stockholder approval, including mergers and other material transactions, and may be able to cause or prevent a change in the composition of our Board of Directors or a change in control of our Company that could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of the Company and might ultimately affect the market price of our common stock. ***Certain stockholders or groups of stockholders have the ability to exert significant influence over us.*** Hilton H. Howell, Jr., our Executive Chairman and Chief Executive Officer, is the husband of Robin R. Howell, a member of our Board of Directors (collectively with other members of their family, the “Howell-Robinson Family”). As a result of their significant stockholdings and positions on the Board of Directors, the Howell-Robinson Family is able to exert significant influence over our policies and management, potentially in a manner which may not be consistent with the interests of our other stockholders. ### Risks Related to Regulatory Matters ### Federal broadcasting industry regulations limit our operating flexibility. The FCC regulates all television broadcasters, including us. We must obtain FCC approval whenever we (i) apply for a new license; (ii) seek to renew, modify or assign a license; (iii) purchase a broadcast station; and/or (iv) transfer the control of one of our subsidiaries that holds a license. Our FCC licenses are critical to our operations, and we cannot operate without them. We cannot be certain that the FCC will renew these licenses in the future or approve new acquisitions, mergers, divestitures or other business activities. Our failure to renew any licenses upon the expiration of any license term could have a material adverse effect on our business. Federal legislation and FCC rules have changed significantly in recent years and may continue to change. These changes may limit our ability to conduct our business in ways that we believe would be advantageous and may affect our operating results. ***The FCC can sanction us for programming broadcast on our stations that it finds to be indecent.*** The FCC has pursued several enforcement matters regarding broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident, up to a maximum of approximately $4.7 million for a continuing violation. The courts remain free to review the FCC’s current policy. We are unable to predict the outcome of any such judicial proceeding, which could have a material adverse effect on our business. ***The FCC’s local ownership restrictions limit our ability to own and operate multiple television stations in the same market.*** The FCC’s Two-Station Limit generally prohibits us from acquiring an “attributable interest” in more than two television stations that are located in the same market if the stations’ NLSCs overlap. In July 2025, the U.S. Court of Appeals for the Eighth Circuit vacated two aspects of the FCC’s Two-Station Limit that had placed additional restrictions on our ability to acquire additional stations in a market. Specifically, the court vacated the “top-four” prohibition, which prevented a broadcaster from owning two of the top four ranked stations in a market. The court also vacated the Note 11 amendment, which extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams. We anticipate that the FCC will implement this decision in the near term. In September 2025, the FCC issued a Notice of Proposed Rulemaking (Ownership NPRM) in its 2022 Quadrennial Review of its media ownership rules. The Ownership NPRM seeks comment on specific aspects of the television ownership rule, including whether the Two-Station Limit remains necessary given competitive developments in the video marketplace. This proceeding remains pending. In November 2022, the FCC issued a Forfeiture Order finding that Gray’s acquisition of CBS programming from another broadcaster in the Anchorage market for Gray’s station KYES-TV was inconsistent with the local television ownership rule’s “top-four” prohibition given Gray’s ownership of KTUU-TV in the same market (a top-four ranked station) and imposed a fine of $0.5 million. This Forfeiture Order was vacated by the U.S. Court of Appeals for the 11th Circuit in March 2025. The FCC also considers television Local Marketing Agreements (“LMAs”) (which are agreements under which a television station sells or provides more than 15% of the programming on another same-market television station) as “attributable interests.” Pursuant to the FCC’s ownership rules currently in effect, our ability to expand in our present markets through additional station acquisitions or LMAs may be constrained. ***The FCC’s National Television Station Ownership Rule limits the maximum number of households we can reach.*** Under the FCC’s National Television Station Ownership Rule, a single television station owner may not reach more than 39% of United States households through commonly owned television stations, subject to a 50% discount of the number of television households attributable to UHF stations (the “UHF Discount”). In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF Discount. This proceeding remains pending. This rule may constrain our ability to expand through additional station acquisitions. Currently our station portfolio reaches approximately 37% of total United States television households, and approximately 25% after applying the UHF Discount. ***The Company is subject to governmental oversight regarding compliance with antitrust law as well as related civil litigation.*** Various governmental agencies, including the DOJ, have authority to enforce the antitrust laws of the United States in the broadcast television industry. The DOJ has increased its enforcement activities within the industry. For example, in the fourth quarter of 2018, the DOJ filed a lawsuit in the United States District Court for the District of Columbia against six broadcasters, including Raycom and Meredith, alleging an agreement to exchange certain competitively sensitive information relating to advertising sales among certain stations in some local markets. The broadcasters and the DOJ entered into substantially identical consent decrees, which, among other things, prohibits the defendant broadcasters from exchanging competitively sensitive information and impose certain compliance requirements. No party to the settlement agreement, including Raycom and Meredith, admitted to any wrongdoing. In addition, following the public disclosure of the DOJ’s investigation and settlement, various putative class action lawsuits were filed against a number of owners of television stations. The cases have been consolidated in a single multidistrict litigation in the District Court for the Northern District of Illinois and the plaintiffs’ operative complaint alleges price fixing and unlawful information exchange among the defendants’ advertisement sales teams. We are unable to predict the outcome of these proceedings. For more information on these proceedings, see “Item 3. Legal Proceedings.” ## Cybersecurity As filed, 5,161 characters. ### Risk Management and Strategy We strive to implement leading data protection standards to ensure a strong commitment to cybersecurity. Our Data Security Policy and Cybersecurity Incident Response Plan (“CIRP”), which is part of our enterprise-wide risk management processes, guides our cybersecurity program. The CIRP, developed in consultation with an independent cybersecurity expert, includes processes for identifying, managing, and remediating cybersecurity incidents. We utilized the National Institute of Standards and Technology (“NIST”) and the Center for Internet Security (“CIS”) guidelines to develop and implement the CIRP, which is approved by our Chief Technology Officer (“CTO”). However, this should not be interpreted to mean that we meet any particular technical standards, specifications, or requirements, only that we used the NIST and CIS as a guide to help create develop and implement the CIRP. The CIRP is reviewed and updated annually. The Company’s cybersecurity risk management processes include ongoing monitoring and testing of its information systems and data to identify and respond to potential cybersecurity threats. Internally, the Company utilizes an enterprise Attack Surface Management tool to routinely scan for vulnerabilities to internal assets. Externally, we use third-party vendors to routinely conduct scans for vulnerabilities to external assets. In addition, our internal auditors along with management also conduct periodic monitoring of our internal controls over our data security and customer privacy systems and processes. For many vendors for the Company, we request copies of standard security reports or assessments, such as System and Organization Controls (“SOC”) reports, to support our assessment of our vendors’ security practices. In collaboration with the National Association of Broadcasters, North American Broadcasters Association, and risk management vendors, we are also working to assemble broadcaster-specific guidelines for information technology vendor selection. The Company provides security awareness training for all employees on a regular basis. The training is designed to educate and prepare employees to recognize unsafe practices and to properly respond to phishing attacks from email, social media, and other sources. Follow-up testing using simulated attack tools is used to validate the effectiveness of training and compliance. Although we have systems and processes in place to protect against risks associated with cybersecurity incidents in the future, depending on the nature of an incident, these protections may not be fully sufficient. To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or have been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition. For additional information regarding the risks from cybersecurity threats and incidents we face, see the section captioned “Operating Risks – Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer” within Part I, Item 1A. “Risk Factors”. ### Governance Management is responsible for the Company’s day-to-day risk management, and the Board serves in an oversight role. The Board has empowered the Audit Committee with formal oversight of enterprise risk matters, including with respect to cybersecurity. The Audit Committee and management periodically review the Company’s policies with respect to risk identification, assessment, and management, including cybersecurity risk exposures and the internal controls and procedures in place to manage such risks, as well as the steps that management takes to monitor and control such exposures. In addition, the Audit Committee and the Board consider risk-related matters on an ongoing basis in connection with deliberations regarding specific transactions and issues. The Cybersecurity Incident Response Team (“CIRT”), which is led by the CTO, is responsible for the prevention, detection, mitigation, and remediation of cybersecurity incidents and conducts primary incident response efforts. Our CTO, who is responsible for assessing and managing the Company’s cybersecurity risks, has over 30 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at Raycom Media prior to the Raycom Merger. Other team members of the CIRT also have relevant educational and industry experience, including holding similar positions at large companies. Incidents can be escalated up to our executive leadership team, depending on the severity of the incidents. Our President and/or CTO regularly report to our Board, and our CISO and General Counsel regularly report to our Audit Committee about our cybersecurity health and initiatives. In addition, the Board receives quarterly reports on risk management activities across Gray operations, including with respect to cybersecurity. ## Properties As filed, 1,851 characters. We lease our principal executive offices in a building located at 4370 Peachtree Road, NE, Atlanta, Georgia, 30319. We also own or lease various other offices and technical facilities that support our operations. See “Stations”, in Item 1. Business. of this Form 10-K. The types of properties required to support television stations include offices, studios, transmitter sites and antenna sites. A station’s studios are generally housed within its offices in each respective market. The transmitter sites and antenna sites are generally located in elevated areas to provide optimal signal strength and coverage. We own or lease land, offices, studios, transmitters and antennas in each of our markets necessary to support our operations in that market area. In some market areas, we also own or lease multiple properties, such as towers and/or signal repeaters (translators), to optimize our broadcast capabilities. To the extent that our properties are leased, and those leases contain expiration dates, we believe that those leases can be renewed, or that alternative facilities can be leased or acquired, on terms that are comparable, in all material respects, to our existing properties. We also own Third Rail Studios and Assembly Atlanta, which is a 135-acre real estate complex centered around the studio industry located in the City of Doraville, Georgia. The Assembly Atlanta development includes the 43-acre Assembly Studios complex. The studio operations are managed under an operating agreement with NBCUniversal Media, LLC (“NBCU”) through which NBCU leases and operates the state-of-the-art studio facilities as well as manages our retained studio facilities at Assembly Studios and the adjacent Third Rail Studios. We believe our owned and leased properties are in good condition and suitable for the conduct of our present business. ## Legal proceedings As filed, 489 characters. From time to time, we are subject to legal proceedings and claims in the ordinary course of business. We do not believe that any known legal proceedings or claims are likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. See Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein for a further discussion of our legal proceedings and incorporated herein by reference. ## Management's discussion and analysis As filed, 51,776 characters. ### Executive Overview *Introduction*. The following discussion and analysis of the financial condition and results of operations of Gray Media, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein. This section of our Annual Report discusses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024. A detailed discussion of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of our Annual Report for the year ended December 31, 2024. *Business Overview*. We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 114 full-power television markets that collectively reach approximately 37% of US television households. This portfolio includes 77 markets with the top-rated television station and 97 markets with the first and/or second highest rated television station in average all-day ratings across the 113 of such markets measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 47 markets totaling over 1.6 million Hispanic TV Households. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. Our operating revenues are derived primarily from broadcast and digital advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the years ended December 31, 2025, 2024 and 2023, we generated revenue of $3.1 billion, $3.6 billion and $3.3 billion, respectively. *Revenues, Operations, Cyclicality and Seasonality.* Broadcast advertising is sold for placement generally preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are generally the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most advertising contracts are short-term, and generally run only for a few weeks. We also sell digital advertising on our stations’ websites and mobile apps. These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships. Our broadcast and digital advertising revenues are affected by several factors that we consider to be seasonal in nature. These factors include: - Spending by political candidates, political parties and special interest groups increases during the even-numbered “on-year” of the two-year election cycle. This political spending typically is heaviest during the fourth quarter of such years; - Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in advertising in the spring and in the period leading up to and including the holiday season; - Core Advertising Revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and - Because our stations and markets are not evenly divided among the Big Four broadcast networks, our local and national advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl. We derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. Approximately 26%, 23%, and 27% of our Core Advertising Revenue was derived from advertising sales to customers in the services sector for the years ended December 31, 2025, 2024, and 2023, respectively. Approximately 17%, 20%, and 20% of our Core Advertising Revenue was derived from advertising sales to automotive customers for the years ended December 31, 2025, 2024, and 2023, respectively. Revenue from these industries may represent a lower percentage of total revenue in even-numbered years due to, among other things, the decreased availability of advertising time, as a result of such years being the “on-year” of the two-year election cycle. Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs. In addition, the broadcasting operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of the operating expenses of our broadcasting operations is fixed. We continue to monitor our operating expenses and seek opportunities to reduce them where possible. Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results. *Risk Factors.* The broadcast television industry relies primarily on advertising revenue and faces significant competition. For a discussion of certain other presently known, significant risk factors that may affect our business, see “Item 1A. Risk Factors” included elsewhere herein. ### Revenue Set forth below are the principal types of revenue, less agency commissions, and the percentage contribution of each to our total revenue (dollars in millions): | Revenue: | Year Ended December 31, 2025 Amount% | | 2024 Amount% | | 2023 Amount% | | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Core advertising | $1,452 | 47% | $1,490 | 41% | $1,514 | 46% | | Political | 42 | 1% | 497 | 14% | 79 | 2% | | Retransmission consent | 1,429 | 46% | 1,482 | 41% | 1,532 | 47% | | Production companies | 107 | 3% | 105 | 3% | 86 | 3% | | Other | 65 | 3% | 70 | 1% | 70 | 2% | | Total | $3,095 | 100% | $3,644 | 100% | $3,281 | 100% | ### Results of Operations ***Year Ended December 31, 2025 (“2025”) Compared to Year Ended December 31, 2024 (“2024”)*** *Revenue.* Total revenue decreased $549 million, or 15%, to $3.1 billion for 2025 compared to 2024. During the year ended December 31, 2025: - Core Advertising Revenue decreased by $38 million, due primarily to macroeconomic softness in the first half of 2025. Additionally, we generated $9 million of Core Advertising Revenue from the broadcast of the Super Bowl on our 27 FOX channels in 2025, compared to an aggregate of $18 million of advertising revenue relating to the broadcast of the Super Bowl on our 54 CBS channels during 2024. Our Super Bowl advertising revenue on our FOX channels increased from $6 million in 2023 to $9 million in 2025. In 2024, our Core Advertising Revenue benefited from $16 million of advertising revenue earned on our 53 NBC channels from the broadcast of the Olympic Games. Our Core Advertising Revenue during 2025 was negatively impacted by one less selling day due to leap day, which we estimate impacted Core Advertising Revenue by $4 million; - Consistent with 2025 being the “off-year” of the two-year election cycle, political advertising revenue decreased by $455 million, or 92%, compared to 2024; - Retransmission consent revenue decreased by $53 million or 4%, in 2025 compared to 2024, due to the impact of one station ceasing its networks affiliation on August 15, 2025 and a decrease in subscribers, offset, in part, by customary increases in rates under our retransmission agreements; and - Production company revenue in 2025 increased by $2 million, or 2%, compared to 2024. *Broadcasting Expenses*. Broadcasting expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased $78 million or 3%, to $2.2 billion. During the year ended December 31, 2025 compared to the year ended December 31, 2024: - Broadcasting payroll expenses decreased by $28 million. This decrease includes: $15 million related to reduced incentive compensation, consistent with decreases in revenue; $9 million related to reduced employee headcount; a $5 million reduction in stock-based compensation; and a $7 million decrease in other payroll- related expenses. This was offset by routine increases in compensation and an $8 million increase in health care premiums. - Broadcasting non-payroll expenses decreased by $49 million primarily due to a $50 million decrease in network affiliation expenses, consistent with the transition of one television station to independent status and the implementation of several new network affiliation agreements. Non-payroll expense also decreased $14 million due to a reduction in business services expenses, which was offset, in part by an $8 million increase in programming costs, and $6 million in bad debt expense. - Broadcasting non-cash stock-based compensation expenses were $1 million and $5 million in the 2025 and 2024, respectively. *Production Company Expenses*. Production company expenses (before depreciation, amortization, and gain or loss on disposal of assets) increased by approximately $12 million to $95 million for 2025, compared to $83 million in 2024. Production company operating expenses in 2025 increased primarily due to increases in property taxes at Assembly Atlanta and the non-recurring recovery from the Diamond Sports bankruptcy, which was recorded in 2024. *Corporate and Administrative Expenses*. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased by $9 million to $113 million in 2025 compared to 2024. During 2025, professional services increased by $7 million primarily related to our pending business combination transactions. Non-cash stock-based compensation expenses increased to $21 million in 2025 compared to $17 million in 2024. *Depreciation.* Depreciation of property and equipment totaled $133 million and $144 million in 2025 and 2024, respectively. Depreciation expenses have decreased as certain underlying assets become fully depreciated. *Amortization.* Amortization of intangible assets totaled $104 million and $125 million in 2025 and the 2024, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized. *Impairment of Broadcast Licenses and Other Intangible Assets*. During 2025, we recorded non-cash impairment charges of $28 million related to a change in the network affiliation at one station. We also recorded a non-cash impairment charge of $2 million for a license at one station. *(Gain) Loss on Disposal of Assets, Net.* We recognized a gain on disposal of assets of $11 million in 2025 compared to a loss on disposal of $20 million in 2024, primarily due to on the sale of easements and the assignment of leases at some of our television broadcast tower sites. The loss in 2024 was primarily related to the acquisition of a construction permit to build television station KCBU in exchange for the divestiture of television stations KCWY and KGWN in which we recognized a loss of $14 million. *Miscellaneous (Expense) Income, Net*. Miscellaneous expense, net totaled $1 million in 2025 compared to $117 million of miscellaneous income, net in 2024. Miscellaneous expense, net in 2025 was due to $8 million in various other miscellaneous expenses, offset primarily due to a gain of $7 million on the sale of our investment in Premion, Inc.. Miscellaneous income, net in 2024 was due primarily to a gain of $110 million from the sale of our investment in Broadcast Music, Inc. *Impairment of Investments.* During 2025 and 2024, we wrote down the value of certain investments to their estimated net realizable values. The total impairment charges were $20 million and $25 million in 2025 and 2024, respectively. *Interest Expense.* Interest expense decreased $11 million, or 2%, to $474 million for 2025 compared to 2024. This decrease was primarily attributable to a combination of factors including: decreases in the outstanding debt balance on our floating rate Senior Credit Agreement and on our Notes resulting from our 2025 refinancing activities, offset by an increased average interest rate. Our average outstanding total long-term debt balance was $5.7 billion and $6.1 billion during 2025 and 2024, respectively. Our average total interest rate was 7.5% and 7.2% during 2025 and 2024, respectively. *(Loss) Gain on Early Extinguishment of Debt*. We recorded a loss on the early extinguishment of debt of $10 million in 2025, primarily due to the write-off of deferred financing costs related to the open-market repurchases and expenses incurred related to our refinancing activities. We recorded a gain on the early extinguishment of debt of $34 million in 2024, primarily as a result of our open-market repurchases of debt at prices below face value, partially offset by the write-off of deferred financing costs related to the open-market repurchases and expenses incurred related to our refinancing activities. *Income Tax (Benefit) Expense.* Our effective income tax rate increased to 25% for 2025 compared to 24% for 2024. Our effective income tax rates differed from the statutory rate due to the following items: | | Year Ended December 31, 2025 | 2024 | | --- | ---: | ---: | | Statutory federal income tax rate | 21% | 21% | | Nondeductible expenses | (3)% | 1% | | Nondeductible compensation | (7)% | (\*) | | Investments | 2% | (\*) | | State and local taxes, net of federal tax benefit | 10% | 4% | | Reserve for uncertain tax positions | 0% | (3)% | | Other items, net | 2% | 1% | | Effective income tax expense rate | 25% | 24% | (\*) Disaggregated in accordance with ASU 2023-09, which was adopted prospectively in 2025. We file a consolidated federal income tax return and such state or local tax returns as are required based on our current forecasts. We estimate that these income tax payments, before deducting refunds, will be within a range of $105 million to $125 million in 2026. ### Liquidity and Capital Resources *General.* Our primary sources of liquidity are cash on hand, cash flows from operations and borrowing capacity under our Revolving Credit Facility and revolving accounts receivable securitization facility. *2025 Refinancing Activities*. During 2025, we completed several steps to enhance our liquidity and to extend the maturity of portions of our debt obligations that were scheduled to mature in the near-term. Please refer to Note 4. “Long-Term Debt” for further information. During 2025, we: - amended our Senior Credit Agreement to increase the availability under our Revolving Credit Facility by $70 million to $750 million and extended the term of those commitments to December 1, 2028. - issued $1.15 billion in aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032, with $900 million issued in July 2025 and the remaining $250 million issued in December 2025. The proceeds of this issuance, together with $50 million from our Revolving Credit facility were used to: (i) redeem all of our outstanding 7.0% senior notes due 2027 at par; (ii) to repay a portion of our 2024 Term Loan (due June 2029) under our Senior Credit Agreement; (iii) to redeem a portion of our outstanding 10.5% secured first lien notes due 2029 at 103% of par; (iv) to pay transaction expenses incurred in connection with the offerings; and (v) for general corporate purposes. - issued $775 million in aggregate principal amount of 7.25% senior secured first lien notes due 2033. Proceeds were used to: (i) repay $630 million of our 2021 Term Loan (due December 2028) under our Senior Credit Agreement; (ii) $80 million of our 2024 Term Loan (due June 2029) under our Senior Credit Agreement, (iii) repay all $50 million then outstanding under our Revolving Credit Facility; and (iv) pay transaction fees and expenses incurred in connection with the offering. We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of December 31, 2025, while others are considered future commitments. Our contractual obligations primarily consist of amounts required to be paid for: the acquisition of television stations; the purchase of property and equipment; service and other agreements; commitments for various television programming; and commitments under affiliation agreements with networks. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2026 will be to reduce our indebtedness, fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities, maintain operations, and fund dividends. For a description of the Company’s various contractual and other commitments requiring future payments, see Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein. In addition, for a description of the Company's interest payments and future maturities of long-term debt, see Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein. The following tables present data that we believe is helpful in evaluating our liquidity and capital resources (dollars in millions): | | Year Ended December 31, 2025 | 2024 | 2023 | | --- | ---: | ---: | ---: | | Net cash provided by operating activities | $289 | $751 | $648 | | Net cash used in investing activities | (63) | (28) | (291) | | Net cash provided (used in) financing activities | 7 | (609) | (397) | | Net increase (decrease) in cash | $233 | $114 | $(40) | | | December 31, 2025 | 2024 | | --- | ---: | ---: | | Cash | $368 | $135 | | Long-term debt, including current portion, less deferred financing costs | $5,744 | $5,621 | | Series A Perpetual Preferred Stock | $650 | $650 | | Revolving Credit Facility: | | | | Revolving Credit Facility commitment | $750 | $680 | | Undrawn outstanding letters of credit | (5) | (6) | | Borrowing availability under Revolving Credit Facility | $745 | $674 | 38 ***Net Cash Provided By (Used In) Operating, Investing and Financing Activities – 2025 Compared to 2024*** Net cash provided by operating activities decreased $462 million to $289 million in 2025 compared to net cash provided by operating activities of $751 million in 2024. The decrease in cash provided by operating activities was primarily due to the decrease in net income of $460 million; a decrease in cash provided by changes in working capital of $89 million; and offset, in part, by a decrease in net non-cash charges of $87 million. Net cash used in investing activities increased $35 million to $63 million for 2025 compared to $28 million for 2024. The net increase in the amount used was primarily due to a decrease in cash proceeds received from the sale of investments and other assets, offset, in part, by a decrease in cash used for purchases of property. Net cash provided by financing activities was $7 million in 2025 compared to cash used by financing activities $609 million in 2024. During each of 2025 and 2024, we used $52 million of cash to pay dividends to holders of our preferred stock and $33 million and $32 million, respectively, to pay dividends to holders of our common stock. During 2025, we received net proceeds of $123 million of principal borrowings net of principal payments on our long-term debt. During 2024, we used a net amount of $474 million for principal payments net of borrowings on our long-term debt. *Liquidity.* Based on our debt outstanding as of December 31, 2025, we estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following December 31, 2025. Although our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the Senior Credit Agreement (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations for the next twelve months and the foreseeable future. Any potential equity or debt financing would depend upon, among other things, the costs and availability of such financing at the appropriate time. We also believe that our future cash expected to be generated from operations and borrowing availability under the Senior Credit Agreement (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations for the next twelve months and the foreseeable future. *Collateral, Covenants and Restrictions of our Credit Agreements.* Our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L) are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries (subject to certain limited exceptions) are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L). Gray Media, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2026 Notes, 2030 Notes and 2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Media, Inc.'s subsidiaries (subject to certain limited exceptions). Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 2030 Notes, 2031 Notes, the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and 2032 Notes (2L) are not material or are designated as unrestricted under the Senior Credit Agreement. As of December 31, 2025, there were no significant restrictions on our subsidiaries to distribute cash to us or the guarantor subsidiaries. The Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the Revolving Credit Facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes, 2029 Notes (1L), 2030 Notes, 2031 Notes, 2032 Notes (2L) and 2033 Notes (1L) include covenants with which we must comply which are typical for financing transactions of their nature. As of December 31, 2025, we were in compliance with all required covenants under all of our debt obligations. In addition to results prepared in accordance with GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements. This metric is calculated as specified in our Senior Credit Agreement and is a significant measure that represents the denominator of a formula used to calculate compliance with material financial covenants within the Senior Credit Agreement that govern our ability to incur indebtedness, incur liens, make investments and make restricted payments, among other limitations usual and customary for credit agreements of this type. Accordingly, management believes this metric is a very material metric to our debt and equity investors. Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on January 1, 2024. It also gives effect to certain operating synergies expected from the acquisitions and related financings and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933. Leverage Ratio Denominator, as determined in the Senior Credit Agreement, represents an average amount for the preceding eight quarters then ended. Specified Transaction Costs and Expenses are defined in our Senior Credit Agreement and include incremental expenses incurred specific to acquisitions and divestitures, including but not limited to legal and professional fees, severance and incentive compensation, and contract termination fees. We present certain line items from our selected operating data, net of Transaction Related Expenses, in order to present a more meaningful comparison between periods of our operating expenses and our results of operations. Our “First Lien Adjusted Total Indebtedness”, “Secured Adjusted Total Indebtedness” and “Adjusted Total Indebtedness” in each case net of all cash, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement for the applicable amount of indebtedness. Below is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and “Secured Leverage Ratio” as defined in our Senior Credit Agreement as of December 31, 2025: ### Calculation of Leverage Ratio, First Lien Leverage Ratio and Secured Leverage Ratio, as each is defined in our Senior Credit Agreement (Unaudited): *(in millions)* | | Eight Quarters Ended December 31, 2025 | | --- | ---: | | Net income | $290 | | Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement: | | | Depreciation | 277 | | Amortization of intangible assets | 229 | | Non-cash stock-based compensation | 44 | | Loss on disposal of assets, net | 14 | | Gain on disposal of investment, not in the ordinary course | (115) | | Interest expense | 959 | | Gain on early extinguishment of debt | (24) | | Income tax expense | 89 | | Impairment of goodwill, other intangibles and investments | 75 | | Amortization of program broadcast rights | 55 | | Payments for program broadcast rights | (56) | | Pension expense | 1 | | Adjustments for unrestricted subsidiaries | 34 | | Specified Transaction Costs and Expenses | 6 | | Other | 1 | | **Total eight quarters ended December 31, 2025** | **$1,879** | | Leverage Ratio Denominator (total eight quarters ended December 31, 2025, divided by 2) | **$939** | | Total outstanding principal secured by a first lien | $2,649 | | Less: Cash | (368) | | First Lien Adjusted Total Indebtedness | **$2,281** | | First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1) | **2.43** | | Total outstanding principal secured by a lien | $3,799 | | Less: Cash | (368) | | Secured Adjusted Total Indebtedness | **$3,431** | | Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) (2) | **3.65** | | Total outstanding principal, including current portion | $5,810 | | Letters of Credit Outstanding | 5 | | Less: Cash | (368) | | Adjusted Total Indebtedness | **$5,447** | | Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00) | **5.80** | (1) At any time any amounts are outstanding under our revolving credit facility, our maximum First Lien Leverage Ratio cannot exceed 4.25 to 1.00. (2) For our 2032 Notes (2L) the maximum permitted Second Lien incurrence is 4.5 to 1.00 ### Retirement Plans We sponsor and contribute to defined benefit and defined contribution retirement plans. These plans include: - The Gray Media, Inc. Retirement Plan (the “Gray Pension Plan”) - The Gray Media 401(k) Savings Plan (the “Gray 401(k) Plan”) - Gray Media, Inc. Retirement Plan for Certain Bargaining Class Employees (the “Meredith Plan”) The Gray Pension Plan is a defined benefit pension plan covering certain of our legacy employees. Benefits under the Gray Pension Plan are frozen and can no longer increase, and no new participants can be added to the plan. Our funding policy for the Gray Pension Plan is consistent with the funding requirements of existing federal laws and regulations under the Employee Retirement Income Security Act of 1974. A discount rate is selected annually to measure the present value of the benefit obligations. In determining the selection of a discount rate, we estimated the timing and amounts of expected future benefit payments and applied a yield curve developed to reflect yields available on high-quality bonds. The yield curve is based on an externally published index specifically designed to meet the criteria of United States Generally Accepted Accounting Principles (“U.S. GAAP”). The discount rate selected for determining benefit obligations as of December 31, 2025, was 5.40%, which reflects the results of this yield curve analysis. The discount rate used for determining benefit obligations as of December 31, 2024 was 5.48%. Our assumptions regarding expected return on plan assets reflect asset allocations, the investment strategy and the views of investment managers, as well as historical experience. In 2025, we used an assumed rate of return of 5.25% for our assets invested in the Gray Pension Plan. The estimated asset returns for this plan, calculated on a mean market value assuming mid-year contributions and benefit payments, were a gain of 6.8% for the year ended December 31, 2025, and a gain of 0.7% for the year ended December 31, 2024. Other significant assumptions relate to inflation, retirement and mortality rates. Our inflation assumption is based on an evaluation of external market indicators. Retirement rates are based on actual plan experience and mortality rates are based on the Pri-2012 total mortality table and the MP-2021 projection scale published by the Society of Actuaries. During the years ended December 31, 2025 and 2024, we determined that no contributions to the Gray Pension Plan were required. Currently we do not expect that a contribution to the Gray Pension Plan will be needed in 2026. The use of significantly different assumptions, or if actual experienced results differ significantly from those assumed, could result in our funding obligations being materially different. On April 25, 2025, the Gray Pension Plan purchased a non-participating single premium group annuity contract for $18 million from American United Life Insurance Company, a OneAmerica Financial Company. The contract assumes the obligation to provide monthly annuity payments for a subset of the plan’s retirees beginning July 1, 2025. On September 1, 2025, the Gray Pension Plan paid out $15 million in lump sum payments to terminated participants with a vested benefit. On November 1, 2025, the Gray Pension Plan converted the Group Annuity Contract with Aetna from participating to non-participating for $7 million. Following the change in the contract, Aetna assumed the obligation to pay all future monthly annuity payments to a subset of current retirees in the plan. The Gray Pension Plan was amended to allow for these transactions. The Gray 401(k) Plan is a defined contribution plan intended to meet the requirements of section 401(k) of the Internal Revenue Code. During 2025 and 2024, employer contributions under the Gray 401(k) Plan include matching cash contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral. In addition, the Company, at its discretion, may make an additional profit-sharing contribution, based on annual Company performance, to those employees who meet certain criteria. For the years ended December 31, 2025 and 2024, our matching contributions to our Capital Accumulation Plan were approximately $25 million and $28 million, respectively. Additional profit-sharing contributions were not approved for 2025 and 2024. In connection with the Meredith Transaction, in 2021, we assumed a defined benefit pension plan covering certain legacy Meredith bargaining class employees. As of December 31, 2025 and 2024, the Meredith Plan had combined plan assets of $25 million and $22 million, respectively, and combined projected benefit obligations of $20 million and $18 million, respectively. A net asset of $5 million and $4 million for this plan are recorded in our financial statements as of December 31, 2025 and 2024, respectively. See Note 11 “Retirement Plans” of our audited consolidated financial statements included elsewhere herein for further information concerning these retirement plans. ### Capital Expenditures We currently expect that our capital expenditures will be approximately $140 million during 2026, which includes several significant station construction projects and capital expenditures at our Assembly Atlanta project. During 2025, our gross capital expenditures related to Assembly Atlanta were $34 million. Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we received aggregate cash reimbursements of $33 million during 2025 for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. Required public infrastructure investment at Assembly Atlanta is substantially complete, and future reimbursements of public infrastructure costs, if any, are expected to be less than $5 million. ### Off-Balance Sheet Arrangements *Operating Commitments.* We have various commitments for syndicated television programs. We have two types of syndicated television program contracts: first run programs and off network reruns. First run programs are programs such as *Wheel of Fortune* and off network reruns are programs such as *The Big Bang Theory.* First run programs have not been produced at the time the contract to air such programming is signed, and off network reruns have already been produced. For all syndicated television contracts, we record an asset and corresponding liability for payments to be made only for the current year of the first run programming and for the entire contract period for off-network programming. Only an estimate of the payments anticipated to be made in the year following the balance sheet date of the first run contracts are recorded on the current balance sheet, because the programs for the later years of the contract period have not been produced or delivered. The total license fee payable under a program license agreement allowing us to broadcast programs is recorded at the beginning of the license period and is charged to operating expense over the period that the programs are broadcast. The portion of the unamortized balance expected to be charged to operating expense in the succeeding year is classified as a current asset, with the remainder classified as a non-current asset. The liability for license fees payable under program license agreements is classified as current or long-term, in accordance with the payment terms of the various license agreements. The following are our material expected off balance sheet contractual obligations and commitments as of December 31, 2025: - Cash interest on long-term debt obligations, including interest expense on long-term debt and required future principal repayments under those obligations. - Preferred Stock dividends. - On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, for the purpose of providing additional liquidity. On March 31, 2025, the Securitization Facility was amended to permit the SPV to draw up to a total of $400 million, subject to the outstanding amount of the receivables pool and other factors, and the termination date was extended to March 31, 2028. The Securitization Facility is subject to interest charges, at the one-month SOFR rate plus 125 basis points on the amount of the outstanding facility. The SPV is also required to pay a commitment fee in connection with unused commitments under the Securitization Facility. On December 31, 2025, amounts outstanding under the Securitization Facility totaled $400 million. - Programming obligations not currently accrued that represent obligations for syndicated television programming whose license period has not yet begun, or the program is not yet available. - Network affiliation agreements representing the fixed obligations under our current agreements with broadcast networks. Certain network affiliation agreements include variable fee components such as percentage of revenue or rate per subscriber. Our network affiliation agreements expire at various dates from mid-2027 through December 31, 2028. - Service and other agreements for various non-cancelable contractual agreements for maintenance services and other professional services. For more information about these off-balance sheet contractual obligations and commitments please refer to Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein. ### Subsequent Events On December 16, 2025, we announced that we reached an agreement with Bahakel Communications, Limited, to purchase WBBJ-TV (ABC) in Jackson, Tennessee. On January 1, 2026, we acquired all of the non-license assets of the station and commenced operating the station pursuant to a standard pre-closing agreement, and, on February 13, 2026, we acquired the license assets of the station, for total consideration of $25 million. On January 20, 2026, we received $10 million in cash proceeds from the closing of the sale of our investment in FreeTV, Inc. We may receive up to $6 million in additional consideration over the next three years should FreeTV achieve certain financial targets. On January 20, 2026, we repaid the then outstanding principal balance under our 2026 Notes. ### Inflation During 2025, we have experienced moderate inflation in certain of our operating expenses. There can be no assurance that further increases in the rate of inflation or interest rates in the future would not have an adverse effect on operating results. ### Critical Accounting Policies The preparation of financial statements in conformity with U.S. GAAP requires us to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those reported amounts. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require significant judgments or estimations in their application where variances may result in significant differences to future reported results. Our policies concerning intangible assets and income taxes are disclosed below. *Variability of Critical Accounting Estimates*. Our critical accounting estimates include estimates and assumptions that are material to our financial statements. These estimates and assumptions are used in: - our annual impairment testing of broadcast licenses and goodwill; - our estimates of the fair value of assets acquired and liabilities assumed in businesses combinations; and - our estimates and assumptions have been materially accurate in the past and have not changed materially. We do not expect that these assumptions are likely to change materially in the future. *Annual Impairment Testing of Broadcast Licenses and Goodwill.* We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level. Our broadcasting operating segment comprises a single reporting unit. Each of the distinct businesses within our production companies operating segment represents a reporting unit. Therefore, as of December 31, 2025, we evaluated our goodwill for impairment for five reporting units. One reporting unit for all of our broadcast television operations and four for each of the distinct businesses within our production companies. The Company has considered the requirements as stipulated within ASC 350. Management has identified the applicable assets and liabilities for each of the reporting units in accordance with ASC 350. In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2025, we performed a qualitative assessment for 74 of our broadcast licenses and three of our reporting units. In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units. As part of this qualitative assessment, we evaluate the relative impact of factors that are specific to the reporting units as well as industry, regulatory and macroeconomic factors that could affect the significant inputs used to determine the fair value of the assets. We also consider the significance of the excess fair value over the carrying value reflected in prior quantitative assessments and the changes to the reporting units’ carrying value since the last impairment test. If we conclude that it is more likely than not that a broadcast license or reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we perform the quantitative assessment which involves comparing the estimated fair value of the broadcast license or reporting unit to its respective carrying value. For our annual broadcast licenses impairment test in 2025, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated through a qualitative assessment were not impaired. We elected to perform a quantitative assessment for our remaining broadcast licenses. Except for one broadcast license, we concluded that their fair values exceeded their carrying values. For the one broadcast license whose fair value did not exceed its carrying value, we recorded an impairment charge of $2 million in 2025. To estimate the fair value of our broadcast licenses, we considered assumptions related to historical market and station growth trends, third party market specific industry data, the anticipated performance of the stations and discount rates. Our valuation technique included theoretical assumptions of the costs that would be incurred to construct a station when the only owned asset is the broadcast license and theoretical assumptions for the associated revenues, operating margins and capital expenditures expected to be incurred in the start-up years. We also consider other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market. For our annual goodwill impairment test in 2025, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessments for one of our reporting units. We elected to perform a quantitative assessment for the remainder of our reporting units and concluded that their fair values exceeded their carrying values. To estimate the fair value of our reporting units, we utilize a discounted cash flow model supported by a market multiple approach. We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value. We believe the results of the discounted cash flow and market multiple approaches provide reasonable estimates of the fair value of our reporting units because these approaches are based on our actual results and reasonable estimates of future performance, and also take into consideration a number of other factors deemed relevant by us including, but not limited to, expected future market revenue growth, market revenue shares and operating profit margins. We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis. We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value our television stations. We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values. If future results are not consistent with our assumptions and estimates, including future events such as a deterioration of market conditions or significant increases in discount rates, we could be exposed to impairment charges in the future. Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. At December 31, 2025 and 2024, the recorded value of our broadcast licenses was $5.3 billion and the recorded value of our goodwill was $2.6 billion, at each date. See Note 13 “Goodwill and Intangible Assets” of our audited consolidated financial statements included elsewhere herein, for the results of our annual impairment tests for the years ended December 31, 2025, 2024 and 2023. *Valuation of Network Affiliation Agreements.* We believe that the value of a television station is derived primarily from the attributes of its broadcast license rather than its network affiliation agreement. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming. Certain other broadcasting companies have valued their stations on the basis that it is the network affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operational performance of that station. As a result, we believe that these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship, and include in their network affiliation valuation amounts related to attributes which we believe are more appropriately reflected in the value of the broadcast license or reporting units. The methodology we used to value our stations was based on our evaluation of the broadcast licenses acquired and the characteristics of the markets in which they operated. Given our assumptions and the specific attributes of the stations we acquired from 2002 through 2025, we generally ascribe no incremental value to the incumbent network affiliation relationship in each market beyond the cost of negotiating a new agreement with another network and the value of any terms of the affiliation agreement that were more favorable or unfavorable than those generally prevailing in the market. Due to certain characteristics of the small number of the stations acquired in 2023, we ascribed approximately $14 million of the value of those transactions to network affiliations. Some broadcast companies may use methods to value acquired network affiliations different than those that we use. These different methods may result in significant variances in the amount of purchase price allocated to these assets among broadcast companies. If we were to assign higher values to all of our network affiliations and less value to our broadcast licenses or goodwill and if it is further assumed that such higher values of the network affiliations are finite-lived intangible assets, this reallocation of value might have a significant impact on our operating results. There is diversity of practice within the industry, and some broadcast companies have considered such network affiliation intangible assets to have a life ranging from 15 to 40 years depending on the specific assumptions utilized by those broadcast companies. The following table reflects the hypothetical impact of the reassignment of value from broadcast licenses to network affiliations for our historical acquisitions (the first acquisition being in 1994) and the resulting increase in amortization expense assuming a hypothetical 15-year amortization period as of our most recent impairment testing date of December 31, 2025 (in millions, except per share data): | | As | Percentage of Total Value Reassigned to Network Affiliation Agreements | | | --- | ---: | ---: | ---: | | | **Reported** | **50%** | **25%** | | **Balance Sheet (As of December 31, 2025):** | | | | | Broadcast licenses | $5,309 | $2,654 | $3,982 | | Other intangible assets, net (including network affiliation agreements) | 157 | 1,459 | 808 | | **Statement of Operations (For the year ended December 31, 2025):** | | | | | Amortization of intangible assets | 104 | 254 | 179 | | Operating income | 392 | 242 | 317 | | Net loss attributable to common stockholders | (137) | (250) | (193) | | Per share - basic | $(1.41) | $(2.58) | $(1.99) | | Per share - diluted | $(1.41) | $(2.58) | $(1.99) | For future acquisitions, if any, the valuation of the network affiliations may differ from the values of previous acquisitions due to the different characteristics of each station and the market in which it operates. *Recent Accounting Pronouncements.* See Note 1 “Description of Business and Summary of Significant Accounting Policies” of our audited consolidated financial statements included elsewhere herein for more information. ## Market risk As filed, 3,274 characters. We are exposed to certain risks arising from business operations and economic conditions. We attempt to manage our exposure to a wide variety of business and operational risks principally through the management of our core business activities. We attempt to manage economic risk, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of our debt funding and, at times, the use of interest rate swap agreements. From time to time, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest rate exposure with the following objectives: - managing current and forecasted interest rate risk while maintaining financial flexibility and solvency; - proactively managing our cost of capital to ensure that we can effectively manage operations and execute our business strategy, thereby maintaining a competitive advantage and enhancing shareholder value; and - complying with covenant requirements in our financing agreements. Under the Senior Credit Agreement, we pay interest based on a floating interest rate on balances outstanding. On February 23, 2023, we entered into interest rate caps (“Interest Rate Caps”) pursuant to an International Swaps and Derivatives Association (“ISDA”) Master Agreement with Wells Fargo Bank, NA and Truist Bank, respectively (the “Rate Caps”). The Rate Caps effectively limited the annual interest charged on all of our variable rate debt to a maximum one-month SOFR rate of 5 percent, plus the Applicable Margin, as defined in our Senior Credit Agreement. On June 25, 2024, we amended the Rate Caps in order to align the notional amount with the outstanding amounts of the related indebtedness. We further amended the Rate Caps during 2025, also to align the notional amount with the then outstanding amount of the related indebtedness. The Rate Caps expired on December 31, 2025 and we currently have no interest rate or other derivative instruments in place. The Company paid aggregate fees in connection with the Rate Caps of approximately $34 million on December 31, 2025. The Rate Caps were hedging agreements entered into to mitigate the interest rate risk inherent in our variable rate debt and not for speculative trading purposes. We pay a fixed rate of interest on the 2026 Notes, 2029 Notes, 2030 Notes, 2031 Notes, 2032 Notes and 2033 Notes. As of December 31, 2025, the majority of our outstanding debt bore interest at a fixed interest rate, which reduces our risk of potential increases in interest rates, but would not allow us to benefit from any reduction in market interest rates such as SOFR or the prime rate. See Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein for more information on our long-term debt and associated interest rates. At December 31, 2025 and 2024, the principal outstanding of our long-term debt, including current portion, was $5.8 billion and $5.7 billion, respectively, and the fair value of our long-term debt, including current portion, was $5.5 billion and $4.6 billion, respectively, as of December 31, 2025 and 2024. Fair value of our long-term debt is based on estimates provided by third-party financial professionals as of the respective dates. ## Controls and procedures As filed, 4,345 characters. ### Evaluation of Disclosure Controls and Procedures Our management, including our CEO and Chief Financial Officer (“CFO), regularly perform an evaluation of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize and report, within time periods specified by the SEC's rules and forms, information required to be disclosed. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. The Company’s management, including the CEO and the CFO, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may nevertheless occur and not be detected. Our CEO and CFO, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2025, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date. ### Changes in Internal Control Over Financial Reporting During the three months ended December 31, 2025, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Management’s Report on Internal Control Over Financial Reporting** Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate. In connection with the preparation of our annual consolidated financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013 framework”). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by RSM US LLP (“RSM”), an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31, 2025. RSM's report on our internal control over financial reporting is set forth in Item 8. of the Annual Report on Form 10-K. Filed Feb 26, 2026. Source: SEC EDGAR, the filing index for accession 0001437749-26-005803. Last ingested by Listed: Oct 24, 2026, 14:52 ET. No prices; not investment advice.