GTN 10-K & 10-Q changes, risk factors and insider trading

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 rather 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 quarterquarter, andas anwell increaseas inincreased 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, 20242025 and 2023,2024, we derived approximately 14%1% and 2%,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 also 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 engageconduct inmeaningful period-over-period comparisons of our revenue and results of operations.

Uncertain financialfinancial, economic and economicpolitical conditions may have an adverse impact on our business, results of operations or financial condition.

Uncertainty ofregarding financialfinancial, economic and economicpolitical conditions over the longer term and the continuation or worsening of such conditions could reduce consumer confidence and haveadversely an adverse effect onaffect our business, results of operations and/or financial condition. IfA decline in consumer confidence were to decline, this decline 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 have a negativenegatively impact on our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales. Furthermore, it may be possible that actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets willmay not achieve their intended effect.effects. In addition to any direct negative direct consequences to our business or results of operations arising from these financialfinancial, economic and economicpolitical 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.

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, 20242025 and 2023,2024, 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, comprising(primarily financial, legal and medical advertisers,advertisers) and the automotive industry. The services sector has become an increasingly important source of advertising revenue overin recent years. Approximately 26%, 23%, and 27% of our Core Advertising Revenue was derived from advertising sales to customers in the pastservices fewsector years. Duringfor the years ended December 31, 2025, 2024, 2023 and 20222023, approximatelyrespectively. 23%,Approximately 27%17%, 20%, and 28%, respectively,20% of our broadcastCore advertisingAdvertising revenue (excluding political advertising revenue)Revenue was obtainedderived from advertising sales to theautomotive servicescustomers sector. Duringfor the years ended December 31, 2025, 2024, 2023 and 20222023, approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.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 medical, restaurant, communications, or furniture and appliances industries, declined.

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 assurancesassurance 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 at any time may also be subject to various conditions such as compliance with FCC rules and policies.policies, Consummationas ofwell acquisitions may also be subject toas antitrust or other regulatory requirements. In addition,order asto wecomply operatewith inantitrust aor highlyother regulatedregulatory industry,requirements, wethe couldconsummation of such acquisitions may also require waivers or be subject to litigation,various governmentconditions investigationsfor approval, and enforcementthere actionscan be no assurance that the approvals, waivers, or conditions will be satisfied and the consummation of any acquisitions will occur on a variety of matters, the resulttimelines ofcontemplated whichor couldat limit our acquisition strategy.all.

Our failure to identify suitable acquisition candidates, or to complete any acquisitions and integrate any acquired business,businesses, or to obtainrealize the expected benefits therefrom, could materially adversely affect our business, financial condition and results of operations.

The success of any strategic acquisition depends, in part, on our ability to successfully combine the acquired business and assets with our businessoperations and our ability to successfullyeffectively 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 two organizations. Additionally, general market and economic conditions may inhibit ourthe 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 in revenues from the acquired business, anyby the disposition of assets or operations disposed of in connection therewithwith the acquisition, or otherwise, orby charges to earnings in connectionassociated with such acquisitions.

One of our most significant costs is for the purchase of television programming. If a particular program is not sufficiently popular among audiences in relationrelative to the cost we pay for such program, we may not be able to sell enough related advertising time for us to recover the costs we pay to broadcast the program.costs. We also typically must usually 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 that are performing poorly before we have recaptured any significant portion of the costs we incurred into obtainingobtain such programming or fully expensed thethose costs for financial reporting purposes. Any of these factors could reduce our revenues, result in the incurrence of impairment charges, or otherwise cause our costs to escalate relative to revenues.

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 generallywith the Big Four networks expire at various dates from mid-2027 through December 31, 2028 (with respect to Big Four networks).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 not be asless attractive to our target audiences, thereby reducing our ability to generate advertising revenue, whichand couldpotentially havehaving 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 relationshiprelationships 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 orand conditions equivalent toto, or more advantageousfavorable to us thanthan, our current agreements. IfIf, in the futurefuture, 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 an eventevents could have a material adverse effect on our business and results of operations.

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. No assurancesThere can be providedno 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.

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 whothat 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 addsadded a provision that will (i) allowallows MVPDs to designate a buying group to negotiate retransmission consent agreements on their behalf and (ii) requirerequires large stationsstation groups, including ours, to negotiate in good faith with a qualified MVPD buying group.

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 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 throughin softwarewidely used or bundled software, including that is software commonly used by companies in cloud-based servicesservices, and bundledmay software.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 ana cybersecurity incident, these protections may not be fully sufficient.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 incidentincident, 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.

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, internet-delivered multichannel video programming distributors (“vMVPDs”),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.

Currently,As of December 31, 2025, we havehad a $5.7$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 $680$750 million revolving credit facility.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”), the indenture (the “2027 Notes Indenture”1L) governing our outstanding 7.0% senior notes due 2027 (the “2027 Notes”) 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, the 2027 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.

We recently have incurred impairment charges on our goodwill, broadcast licenses, other intangible assets and investments. In prior periods we have incurred impairment charges on our broadcast licenses. Any such future charges may have a material effect on the value of our total assets.

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.

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 payingdividend-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 payingdividend-paying stock, the value of our common stock or Class A common stock may be correspondingly affected.

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. In June 2012, the Supreme Court decided a challenge to the FCC’s indecency enforcement policies without resolving the scope of the FCC’s ability to regulate broadcast content. In August 2013, the FCC issued a Public Notice seeking comment on whether it should modify its indecency policies. The FCC has not yet issued a decision in this proceeding and the courts remain free to review the FCC’s current policypolicy. or any modifications thereto. The outcomes of these proceedings could affect future FCC policies in this area, and weWe are unable to predict the outcome of any such judicial proceeding, which could have a material adverse effect on our business.

The FCC’s duopolylocal ownership restrictions limit our ability to own and operate multiple television stations in the same market.

The FCC’s ownershipTwo-Station rulesLimit generally prohibitprohibits us from acquiring an “attributable interest” in more than two television stations that are located in the same market unless at least one ofif the stationsstations’ isNLSCs not ranked among the top-four stations in the market (the “top-four” prohibition).overlap.

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. GrayThis hasForfeiture broughtOrder awas judicialvacated challenge toby the FCC’sU.S. Order,Court whichof remainsAppeals pending.for the 11th Circuit in March 2025.

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.households, and approximately 25% after applying the UHF Discount.

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 servingin 113the United States. Our television stations serve 114 full-power television markets that collectively reach approximately 37 percent37% of US television households. TheThis portfolio includes 7877 markets with the top-rated television station and 9997 markets with the first and/or second highest rated television station,station asin wellaverage asall-day ratings across the 113 of such markets measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 4447 markets totaling over 1.51.6 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.

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. DuringApproximately 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, 2023 and 20222023, approximatelyrespectively. 23%,Approximately 27%17%, 20%, and 28%, respectively,20% of our broadcastCore advertisingAdvertising revenue (excluding political advertising revenue)Revenue was obtainedderived from advertising sales to theautomotive servicescustomers sector. Duringfor the years ended December 31, 2025, 2024, 2023 and 20222023, approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.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.

Revenue. Total revenue increaseddecreased $363$549 million, or 11%,15%, to $3.6$3.1 billion for 20242025 compared to 2023.2024. During the year ended December 31, 2025:

Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) increaseddecreased $49$78 million,million or 2%,3%, to $2.3$2.2 billionbillion. forDuring 2024,the year ended December 31, 2025 compared to 2023.the year ended December 31, 2024:

Production Company Expenses. Production company expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreasedincreased by approximately $32$12 million to $95 million for 2025, compared to $83 million in 2024 to $83 million, compared to $115 million in 2023.2024. Production company operating expenses decreased in 20242025 increased primarily due to significant expenses incurredincreases in 2023,property taxes at Assembly Atlanta and the non-recurring recovery from the Diamond Sports bankruptcy, which didwas not re-occurrecorded in 2024.

Corporate and administrativeAdministrative expenses.Expenses. Corporate and administrative expenses (before depreciation, amortization, impairmentamortization and gain or loss on disposal of assets) decreasedincreased by $8$9 million, or 7%,million to $104$113 million in 20242025 compared to $1122024. 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 2023,2025 primarilycompared as a result of decreases in professional services costs. We recorded corporate non-cash stock-based compensation expense ofto $17 million and $15 million in 2024 and 2023, respectively.2024.

Depreciation. Depreciation of property and equipment totaled $144$133 million and $145$144 million forin 20242025 and 2023,2024, respectively. Depreciation expenses have decreased as certain underlying assets become fully depreciated.

Amortization of intangible assets.Amortization. Amortization of intangible assets totaled $125$104 million and $194$125 million forin 20242025 and 2023,the 2024, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized.

(Gain) Loss on DisposalsDisposal of Assets, Net. We recognized a lossgain on disposal of assets of $20$11 million in 20242025 compared to a loss on disposal of assets of $21$20 million in 2023.2024, 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. The loss in 2023 was primarily related to the sale of television station KNIN, in which we recognized a loss of $14 million in 2023.

Miscellaneous (Expense) Income, Net. Miscellaneous income,expense, net totaled $1 million in 2025 compared to $117 million andof 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 2024Premion, and 2023, respectively.Inc.. Miscellaneous income, net in 2024 was due primarily to a gain of $110 million from the sale of our investment in BMI.Broadcast Music, Inc.

Gain (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,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. We recorded a loss on the early extinguishment of debt of $3 million in 2023 related the write-off of deferred financing costs related to the partial repayment of a portion of our 2017 Term Loan.

Income Tax (Benefit) Expense. Our effective income tax rate increased to a25% netfor provision2025 ofcompared to 24% for 2024 from 7% for 2023.2024. Our effective income tax rates differed from the statutory rate due to the following items:

General. Our primary sources of liquidity are cash on hand, cash flows from operations and borrowing capacity under our Revolving Credit Facility.Facility and revolving accounts receivable securitization facility.

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, 2024,2025, 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 syndicated television programsprogramming; and commitments under affiliation agreements with networks. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 20252026 will be to reduce our indebtedness, fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunitiesopportunities, maintain operations, and maintainfund operations.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.

Net cash provided by operating activities increaseddecreased $103$462 million to $751$289 million in 20242025 compared to net cash provided by operating activities of $648$751 million in 2023.2024. The increasedecrease in cash provided by operating activities was primarily due to anthe increasedecrease in net income of $451$460 million; offset, in part, by a $144 million 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 $204$87 million.

Net cash used in investing activities decreasedincreased $263$35 million to $63 million for 2025 compared to $28 million for 2024 compared to $291 million for 2023.2024. The net decreaseincrease in the amount used was primarily due to a decrease in cash used for purchases of property and equipment and an increase in proceeds received from the sale of investments and other assets.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 inby financing activities increased $212 million to $609 million in 20242024. comparedDuring to net cash used in financing activitieseach of $397 million in 2023. During 20242025 and 2023,2024, we used $52 million of cash to pay dividends to holders of our preferred stock and $32$33 million and $30$32 million, respectively, to pay dividends to holders of our common stock. During 20242025, andwe 2023,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 and $310 million, respectively, for principal payments net of borrowings on our long-term debt.

Liquidity. Based on our debt outstanding as of December 31, 2024,2025, we estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following December 31, 2024.2025. 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 forseeableforeseeable 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 forseeableforeseeable future.

Collateral, Covenants and Restrictions of our Credit Agreements. Our obligations under the Senior Credit Agreement andAgreement, 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.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, 2027 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.’sInc.'s subsidiaries.subsidiaries (subject to certain limited exceptions). Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 20272030 Notes, 20302031 Notes, the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and 20312032 Notes (2L) are not material or are designated as unrestricted under the Senior Credit Agreement. As of December 31, 2024,2025, there were no significant restrictions on the ability of Gray Media, Inc.’sour subsidiaries to distribute cash to Grayus or to 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 revolvingRevolving creditCredit facility,Facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes, 20272029 Notes (1L), 2030 Notes, 20292031 Notes, 20302032 Notes (2L) and 20312033 Notes (1L) include covenants with which we must comply which are typical for financing transactions of their nature. As of December 31, 2024,2025, 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, 2023.2024. It also gives effect to certain operating synergies expected from the acquisitions and related financings,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 U.S. 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.

Our “Adjusted Total Indebtedness”, “First Lien Adjusted Total Indebtedness” and, “Secured Adjusted Total Indebtedness”, and “Adjusted Total Indebtedness” in each case “Netnet of Allall Cash”,cash, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash (excluding restricted cash)Agreement for the applicable amount of indebtedness.

We sponsor and contribute to defined benefit and defined contribution retirement plans. Effective on January 1, 2025, theseThese plans wereinclude:

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, 2024,2025, was 5.48%,5.40%, which reflects the results of this yield curve analysis. The discount rate used for determining benefit obligations as of December 31, 20232024 was 4.79%.5.48%. Our assumptions regarding expected return on plan assets reflectsreflect asset allocations, the investment strategy and the views of investment managers, as well as historical experience. In 2024,2025, we used an assumed rate of return of 6.25%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, and a gain of 13.7% for the year ended December 31, 2023.2024. 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 yearyears ended December 31, 2025 and 2024, we determined that no contributioncontributions to the Gray Pension Plan waswere required. During the year ended December 31, 2023, we contributed $4 million to the Gray Pension Plan. Currently we do not expect that a contribution to the Gray Pension Plan will be needed in 2025.2026. 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.

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 20242025 and 2023,2024, 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, 20242025 and 2023,2024, our matching contributions to our Capital Accumulation Plan were approximately $28$25 million and $26$28 million, respectively. An additionalAdditional profit-sharing contributioncontributions waswere not approved for 2024. As of2025 and for the year ended December 31, 2023, an additional profit-sharing contribution of $10 million was approved and accrued as a liability. This liability was settled in the first quarter of 2024 by the issuance of Gray common stock to the participants of the Gray 401(k) Plan.2024.

WeDuring currently expect that2025, our gross capital expenditures will range between approximately $85 millionrelated to $90 million during 2025, which includes capital expenditures at our Assembly Atlanta project.were We$34 incurred costs to build public infrastructure within the Assembly Atlanta project.million. Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we receivereceived 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. Consistent with previous practice, we anticipate transferring certainRequired public infrastructure investment at Assembly Atlanta tois thesubstantially CIDcomplete, forand which we anticipate receiving proceeds during 2025. We expectfuture reimbursements of approximatelypublic $25infrastructure millioncosts, inif 2025any, forare work completedexpected to date, and that our capital expenditures in 2025 will be less than the$5 reimbursements we expect to receive. We can give no assurances of the actual proceeds to be received in the future from the CID, nor the timing of any such proceeds.million.

During 2024,2025, we have experienced moderate inflation in certain of our operating expenses and increases in interest rates on amounts outstanding under our Senior Credit Agreement.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.

Our broadcasting operating segment is comprised ofcomprises a single reporting unit. Each of the distinct businesses within our production companies operating segment representrepresents a reporting unit. Therefore, as of December 31, 2024,2025, 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. In 2023, we performed a qualitative assessment for 59 of our broadcast licenses and one of our reporting units.

For our annual broadcast licenses impairment test in 2024,2025, 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 based upon our qualitative assessments.impaired. We elected to perform a quantitative assessment for our remaining broadcast licenseslicenses. andExcept 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.

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 December 31, 2024,2025, 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 athe small number of the stations acquired in 2023, we ascribed approximately $14 million of the value of those transactions to network affiliations.

In addition to the other information set forth in this Quarterly Report,Report on Form 10-Q, you should carefully consider the risk factors that affect our business and financial results that are discussed in Part I, Item 1A, of our 2025 Form 10-K. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.

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 Media,” “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) filed with the SEC.

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 assetsassets. in the United States. Our television stationsWe serve 120117 full-power television markets that collectively reach approximately 37% of US television households. ThisThe portfolio includes 8178 markets with the top-rated television station and 103101 markets with the first and/or second highest rated television station in average all-day ratings across the 119116 of such markets that were measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 4746 markets totaling over 1.6 million Hispanic TV Households. We also ownand 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 internet advertising, as well as retransmission consent fees. For each of the three-monthssix-months ended MarchJune 31,30, 2026 and 2025, we generated revenue of $768$1.6 million and $782 million, respectively.billion.

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. DuringApproximately both the three-months ended March 31, 202627% and 2025, approximately 27%25% of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.sector During bothduring the three-monthssix-months ended MarchJune 31,30, 2026 and 2025, approximatelyrespectively. Approximately 17% and 15% of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.customers during the six-months ended June 30, 2026 and 2025, respectively. Revenue from these industries may represent a lowerhigher percentage of total revenue in even-numberedodd-numbered years due to, among other things, the decreasedincreased availability of advertising time, as a result of such years being the “onoff year” of the two-year election cycle.

Three-Months Ended MarchJune 31,30, 2026 (“the 2026 three-month period”) Compared to Three-Months Ended MarchJune 31,30, 2025 (“the 2025 three-month period”)

Revenue. Total revenue decreasedincreased $14by million,$67 million or 2%9% in the 2026 three-month period compared to the 2025 three-month period,period. toThe $7682026 Acquisitions contributed $41 million inof the 2026increase three-monthin period.total revenue. During the 2026 three-month period:

Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of long-lived assets) decreasedincreased $22by $6 million, or 4% compared1%, to the 2025 three-month period, to $555$569 million in the 2026 three-month period compared to the 2025 three-month period. The 2026 Acquisitions increased broadcasting expenses by $30 million during the 2026 three-month period. During the 2026 three-month period:

Production Company Expenses. Production company operating expenses (beforeincreased depreciation,by amortization$2 and gainmillion or loss on disposal of assets) were $28 million10% in the 2026 three-month period, an increase of $8 millionperiod compared to $20 million in the 2025 three-month period primarily due to an increaseincreases in propertycontract taxeslabor related to Assembly Atlanta.expenses.

Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of long-lived assets) increased $7by $12 million or 48% to $39$37 million in the 2026 three-month period compared to the 2025 three-month period.period, These increases weredue primarily the result ofto increases in transaction-related professional service feesexpenses. asNon-cash astock-based resultcompensation ofexpenses ourwere completed$3 million and pending$5 acquisitions.million for the three-month periods ended June 30, 2026 and 2025, respectively.

Depreciation. Depreciation of property and equipment totaledincreased $33by $2 million or 6% to $34 million for the 2026 three-month period andcompared $34 million forto the 2025 three-month period. Depreciation increased primarily due to additional depreciation incurred for the 2026 Acquisitions.

Amortization. Amortization of intangible assets totaled $32$21 million in the 2026 three-month period and $29$28 million in the 2025 three-month period. The decrease in amortization expense was the result of finite-lived intangible assets becoming fully amortized offset by additional amortization related to intangibles acquired from the 2026 Acquisitions.

Interest Expense. Interest expense decreased $1 million towas $117 million for each of the 2026 three-month period compared to $118 million in theand 2025 three-month period.periods.

Income Tax Benefit.Expense. During the 2026 three-month period, we recognized income tax benefit of $8 million. During the 2025 three-month period, we recognized income tax benefit of $15 million. For the 2026 and 2025 three-month periods, ourwe recognized income tax expense of $5 million and $21 million, respectively. Our effective income tax ratesrate werewas 29%25% and 63%,(60%) for the 2026 and 2025 three-month periods, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full-year projections which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. ForSee Note 10, “Income Taxes” within the 2026accompanying three-monthcondensed period,consolidated thesefinancial estimatesstatements increasedfor oura statutory federal income tax ratereconciliation of 21% to our effective income tax rate of 29% as follows: state income taxes that added 6% and permanent differences that added 2%.rate.

General. The following table presents data that we believe is helpful in evaluating our liquidity and capital resources (in millions):

Net Cash Provided By (Used Inin) Operating, Investing and Financing Activities. Net cash provided by operating activities was $1$124 million in the 2026 three-monthsix-month period compared to net cash provided by operating activities of $132$163 million in the 2025 three-monthsix-month period.period, Thea net decrease of $131$39 millionmillion. The decrease was primarilythe thenet result of a decrease$114 million use of cash due to changes in netour working capital ofaccounts, $131offset, in part, by a $59 million decrease in our net loss and an increase in our net loss by $11 million, offset by an increase in non-cash charges of $11$16 million.

Net cash used in investing activities was $77$290 million in the 2026 three-monthsix-month period compared to net cash used in investing activities of $15$14 million infor the 2025 three-monthsix-month period. The net increase in cash used was largely due to the WBBJ2026 and Allen 3 acquisitions, as described in Note 3 “Acquisitions”.Transactions.

Liquidity. We estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following March 31, 2026. 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 ourthe 2019 Senior Credit Facility (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 ourthe 2019 Senior Credit Facility (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 our 2019 Senior Credit Facility, the 2029 1L Notes, the 2033 1L Notes and the 2032 2L Notes 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 our 2019 Senior Credit Facility, the 2029 1L Notes, the 2033 1L Notes and the 2032 2L Notes. We are a holding company, and have no material independent assets or operations. For all applicable periods, the 2030 Notes and 2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of our subsidiaries (subject to certain limited exceptions). Any subsidiaries that do not guarantee the 2030 Notes, 2031 Notes, our 2019 Senior Credit Facility, the 2029 1L Notes, the 2033 1L Notes and 2032 2L Notes are not material or are designated as unrestricted under our 2019 Senior Credit Facility. As of MarchJune 31,30, 2026, there were no significant restrictions on ourthe ability of Gray Media, Inc.'s subsidiaries to distribute cash to usGray or to the guarantor subsidiaries.

Our 2019 Senior Credit Facility 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 other fundamental changes and (h) maintenance of a first lien net leverage ratio not to exceed certain maximum limits in the event revolving loans are outstanding under the revolving credit facility or more than $50 million of undrawn letters of credit are outstanding that have not been cash collateralized as of the last day of the applicable fiscal quarter, as well as other customary covenants for credit facilities of this type. The 2029 1L Notes, 2030 Notes, 2031 Notes, 2032 2L Notes and 2033 1L Notes include covenants with which we must comply which are typical for financing transactions of their nature. As of MarchJune 30, 2026 and December 31, 2026,2025, we were in compliance with all required covenants under all of our debt obligations.

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 AprilJuly 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 our 2019 Senior Credit Facility and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with U.S. 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 our 2019 Senior Credit Facility, represents an average amount for the preceding eight quarters then ended.

Below is a calculation of our “Leverage Ratio Denominator” “Consolidated First Lien Net Leverage Ratio,” “Consolidated Secured Net Leverage Ratio” and “Consolidated Total Net Leverage Ratio” as defined in our 2019 Senior Credit Facility as of MarchJune 31,30, 2026:

Capital Expenditures. We currently expect that our routine capital expenditures will be approximately $120$90 million for the remainder of 2026, which includes several significant station construction projects and capital expenditures at Assembly Atlanta. Required public infrastructure investment at Assembly Atlanta is substantially complete, and future reimbursements of public infrastructure costs, if any, are expected to be lessnot than $4 million.material.

Other. We file a consolidated federal income tax return and such state and local tax returns as are required. During the first2026 quarterthree ofand 2026,six-month periods, we made no$47 materialmillion federaland or$42 million of federal, state and local income tax payments.payments, net of refunds, respectively. During the remainder of 2026, we anticipateexpect makingto make income tax payments within a range of $90approximately million to $110$40 million. As of MarchDecember 31, 2026,2025, we have an aggregate of approximately $259 million of various state operating loss carryforwards, of which we expect that aapproximately portion$162 million will not be utilized due to Internal Revenue Code Section 382 limitations,limitations and those that will expire prior to utilization. After applying our state effective tax rate, this amount is included in our valuation allowance for deferred tax assets.

During the 2026 three-monthsix-month period, we did not make a contribution to our defined benefit pension plan. During the remainder of 2026, we do not expect to contribute to this pension plan.

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require judgments or estimations in their application where variances in those judgments or estimations could make a significant difference to future reported results. These critical accounting policies and estimates are more fully discussed in our 2025 Form 10-K.