Gray Media, Inc. Enters Material Definitive Agreement

TL;DR

Gray Media just signed a big deal, new financial obligations incoming.

AI Summary

On December 12, 2025, Gray Media, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Gray Television Inc., is involved in television broadcasting stations and is incorporated in Georgia.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Gray Media, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational changes that warrant careful monitoring.

Key Players & Entities

• Gray Media, Inc. (company) — Registrant
• December 12, 2025 (date) — Date of earliest event reported
• Gray Television Inc. (company) — Former company name
• 4370 Peachtree Road NE, Atlanta, GA 30319 (address) — Business and mailing address

FAQ

Key Financial Figures

• $250,000,000 — ay ", " we " or the " Company ") issued $250,000,000 in aggregate principal amount of its 9.
• $900,000,000 — ally and form a single series with, the $900,000,000 aggregate principal amount of the Compa

Filing Documents

• gtn20251211_8k.htm (8-K) — 44KB
• ex_898198.htm (EX-4.2) — 39KB
• ex_898199.htm (EX-99.1) — 8KB
• gray01.jpg (GRAPHIC) — 7KB
• 0001437749-25-037759.txt ( ) — 255KB
• gtn-20251212.xsd (EX-101.SCH) — 4KB
• gtn-20251212_def.xml (EX-101.DEF) — 13KB
• gtn-20251212_lab.xml (EX-101.LAB) — 17KB
• gtn-20251212_pre.xml (EX-101.PRE) — 13KB
• gtn20251211_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 12, 2025, Gray Media, Inc. (" Gray ", " we " or the " Company ") issued $250,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 (the " Additional Notes ") to certain accredited investors (the " Purchasers ") pursuant to certain purchase agreements, dated December 5, 2025, by and among the Company, the guarantors party thereto and the Purchasers. The Additional Notes were issued pursuant to a supplemental indenture (the " Supplemental Indenture "), dated as of December 12, 2025, to that certain indenture, dated as of July 18, 2025, between Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the " Trustee ") (the " Base Indenture " and, together with the Supplemental Indenture, the " Indenture "). The Additional Notes were issued at 102.000% of par plus accrued interest from and including July 18, 2025. The Additional Notes were offered and sold in a private transaction in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and the provisions of Regulation D thereunder. The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the $900,000,000 aggregate principal amount of the Company's 9.625% Senior Secured Second Lien Notes due 2032 (the " Existing Notes " and, together with the Additional Notes, the " Notes "), which were issued under the Base Indenture on July 18, 2025. The Additional Notes have substantially identical terms to the Existing Notes. The net proceeds from the Additional Notes are being used (i) to redeem a portion of the Company's outstanding 10.500% Senior Secured First Lien Notes due 2029 (the " 2029 Notes "), (ii) to pay fees and expenses in connection with the offering, and (iii) for general corporate purposes. The terms of t

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 above is hereby incorporated by reference.

01

Item 8.01 Other Events. On December 12, 2025, Gray issued a press release (the " Press Release ") announcing the sale and issuance of the Additional Notes. A copy of the Press Release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 4.1 Indenture, dated as of July 18, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to Gray's Current Report on Form 8-K filed with the SEC on July 18, 2025). 4.2 First Supplemental Indenture, dated as of December 12, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent. 4.3 Form of 9.625% Senior Secured Second Lien Note due 2032 (included in Exhibit 4.1). 99.1 Press release issued by Gray Media, Inc., on December 12, 2025 announcing the closing of the offering of the Additional Notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Gray Media, Inc. December 12, 2025 By: /s/ Jeffrey R. Gignac Name: Jeffrey R. Gignac Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR