GTN / Gray Media, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Gray Media, Inc.
US ˙ NYSE ˙ US3893751061

Mga Batayang Estadistika
LEI 529900TM5726KDN7UU35
CIK 43196
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gray Media, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 8, 2025 EX-99.1

Prospective Investor Meeting Slides

Exhibit 99.1

August 8, 2025 EX-99.1

Gray Media Announces Second Quarter Financial Results

Exhibit 99.1 NEWS RELEASE Gray Media Announces Second Quarter Financial Results Atlanta, Georgia –August 8, 2025. . . Gray Media, Inc. (“Gray Media,” “Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced its financial results for the quarter ended June 30, 2025, which included financial results consistent with our updated guidance for the quarter, provided on July 8, 2025. We continue to improv

August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 (August 8, 2025) G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 (August 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Co

August 8, 2025 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, August 8, 2025 - Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on September 30, 2025, to shareholders of record at the close of business on September 15,

August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Media

August 8, 2025 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables S-8 GRAY MEDIA, INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, no par value per share Other 5,720,088 $ 4.

August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 (August 8, 2025) G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 (August 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Co

August 8, 2025 S-8

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

As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 (August 8, 2025) G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 (August 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Co

July 25, 2025 EX-4.1

Indenture, dated as of July 25, 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.

Exhibit 4.1 Execution Version GRAY MEDIA, INC., THE SUBSIDIARY GUARANTORS party hereto AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, As Trustee and as Notes Collateral Agent INDENTURE Dated as of July 25, 2025 $775,000,000 7.250% SENIOR SECURED FIRST LIEN NOTES DUE 2033 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other

July 25, 2025 EX-99.1

Gray Announces Closing of Offering of $775 Million of 7.250% Senior Secured First Lien Notes due 2033

Exhibit 99.1 NEWS RELEASE Gray Announces Closing of Offering of $775 Million of 7.250% Senior Secured First Lien Notes due 2033 Atlanta, Georgia – July 25, 2025. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $775 million aggregate principal amount of 7.250% senior secured first lien notes due 2033 (the “Notes”). The Notes were

July 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2025 (July 25, 2025) Gra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2025 (July 25, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Comm

July 23, 2025 EX-99.1

Gray Announces Upsizing and Pricing of $775 Million of 7.250% Senior Secured First Lien Notes due 2033

Exhibit 99.1 NEWS RELEASE Gray Announces Upsizing and Pricing of $775 Million of 7.250% Senior Secured First Lien Notes due 2033 Atlanta, Georgia – July 22, 2025. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today the pricing of its previously announced private offering of $775 million aggregate principal amount of 7.250% senior secured first lien notes due 2033 (the “Notes”). This represen

July 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 (July 22, 2025) Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 (July 22, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Com

July 22, 2025 EX-99.1

Gray Announces Private Offering of Senior Secured First Lien Notes

Exhibit 99.1 NEWS RELEASE Gray Announces Private Offering of Senior Secured First Lien Notes Atlanta, Georgia – July 22, 2025. . . Gray Media, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it intends to offer up to $700 million aggregate principal amount of senior secured first lien notes due 2033, subject to market conditions. The offering will be exempt from the registratio

July 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 (July 22, 2025) Gr

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 (July 22, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (C

July 18, 2025 EX-10.1

Fifth Amendment to Credit Agreement, dated as of July 18, 2025, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 18, 2025)

Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 18, 2025, among GRAY MEDIA, INC., a Georgia corporation (the “Borrower” and, together with the Subsidiary Guarantors, the “Credit Parties”), the Lenders party hereto (including each New Lender (as defined below)), the Subsidiary Guarantors, and WELLS FARGO BAN

July 18, 2025 EX-99.2

Gray Announces Revolving Credit Facility increase to $750 million and extension to 2028

Exhibit 99.2 NEWS RELEASE Gray Announces Revolving Credit Facility increase to $750 million and extension to 2028 Atlanta, Georgia – July 18, 2025. . . Gray Media, Inc. (“Gray” or the “Company”) (NYSE: GTN) today announced that it has (i) increased the aggregate commitments under its revolving credit facility (the “Revolving Credit Facility”) by $50 million, resulting in aggregate commitments unde

July 18, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2025 (July 18, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Comm

July 18, 2025 EX-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.

Exhibit 4.1 Execution Version GRAY MEDIA, INC., THE SUBSIDIARY GUARANTORS party hereto AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, As Trustee and as Notes Collateral Agent INDENTURE Dated as of July 18, 2025 $900,000,000 9.625% SENIOR SECURED SECOND LIEN NOTES DUE 2032 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other

July 18, 2025 EX-99.1

Gray Announces Closing of Offering of $900 Million of 9.625% Senior Secured Second Lien Notes due 2032

Exhibit 99.1 NEWS RELEASE Gray Announces Closing of Offering of $900 Million of 9.625% Senior Secured Second Lien Notes due 2032 Atlanta, Georgia – July 18, 2025. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $900 million aggregate principal amount of 9.625% senior secured second lien notes due 2032 (the “Notes”). The Notes wer

July 9, 2025 EX-99.1

Gray Announces Upsizing and Pricing of $900 Million of 9.625% Senior Secured Second Lien Notes due 2032

Exhibit 99.1 NEWS RELEASE Gray Announces Upsizing and Pricing of $900 Million of 9.625% Senior Secured Second Lien Notes due 2032 Atlanta, Georgia – July 8, 2025. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today the pricing of its previously announced private offering of $900 million aggregate principal amount of 9.625% senior secured second lien notes due 2032 (the “Notes”). This represe

July 9, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 (July 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commi

July 8, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 (July 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Com

July 8, 2025 EX-99.1

Gray Media Updates Second Quarter 2025 Guidance and Provides an Update on Certain Developments During the Quarter

Exhibit 99.1 NEWS RELEASE Gray Media Updates Second Quarter 2025 Guidance and Provides an Update on Certain Developments During the Quarter Atlanta, Georgia – July 8, 2025. . . Gray Media, Inc. (“Gray,” “we,” “us,” or “our”) (NYSE: GTN) today announced an update to its financial guidance for the quarter ended June 30, 2025, along with certain other developments that occurred during the quarter. Up

July 8, 2025 EX-99.2

Gray Announces Private Offering of Senior Secured Second Lien Notes

Exhibit 99.2 NEWS RELEASE Gray Announces Private Offering of Senior Secured Second Lien Notes Atlanta, Georgia – July 8, 2025. . . Gray Media, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it intends to offer up to $750 million aggregate principal amount of senior secured second lien notes due 2032, subject to market conditions. The offering will be exempt from the registrati

June 26, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K

11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from      to      .

June 2, 2025 8-K

Other Events

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2025 (June 2, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Comm

June 2, 2025 EX-99.1

CBS and Gray Media Renew Affiliation Agreements for 52 Markets

Exhibit 99.1 NEWS RELEASE CBS and Gray Media Renew Affiliation Agreements for 52 Markets NEW YORK and ATLANTA – June 2, 2025 – CBS, a subsidiary of Paramount Global, and Gray Media (“Gray”) announced today that they have entered into an agreement that renews 52 of Gray’s existing 53 CBS network affiliations. As part of the agreement, the renewing CBS affiliates will continue to be available locall

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Medi

May 8, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2025 (May 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Commissi

May 8, 2025 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, May 8, 2025 - Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on June 30, 2025, to shareholders of record at the close of business on June 13, 2025. About G

May 8, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2025 (May 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Commissi

May 8, 2025 EX-10.3

Form of Cash-Based Unit Award Agreement pursuant to the 2022 Equity and Incentive Compensation Plan

Exhibit 10.3 EMPLOYEE CASH-BASED UNIT AWARD AGREEMENT 2022 EQUITY AND INCENTIVE COMPENSATION PLAN Gray Media, Inc. (the “Company”) hereby grants to Participant (the “Award”) the target number of cash-based performance units and the right to earn additional cash-based performance units (collectively, the “Cash-Based Performance Units” or “CPUs”) in the amounts and on the vesting date indicated belo

May 8, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2025 (May 8, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Commissi

May 8, 2025 EX-99.1

Gray Media Announces First Quarter Financial Results

Exhibit 99.1 NEWS RELEASE Gray Media Announces First Quarter Financial Results Atlanta, Georgia – May 8, 2025. . . Gray Media, Inc. (“Gray,” “Gray Media,” “we,” “us” or “our”) (NYSE: GTN) today announced its financial results for the quarter ended March 31, 2025, which included total revenues above the high end of our guidance for the quarter. Total operating expenses were also below our guidance

May 8, 2025 EX-99.1

Prospective Investor Meeting Slides

Exhibit 99.1

May 7, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2025 (May 7, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commissi

May 7, 2025 EX-10.1

Gray Media, Inc. 2022 Equity and Incentive Compensation Plan (as amended and restated)

Exhibit 10.1 GRAY MEDIA, INC. 2022 EQUITY AND INCENTIVE COMPENSATION PLAN (Amended and Restated Effective May 7, 2025) 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, and officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for se

April 10, 2025 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 31, 2025 8-K

Entry into a Material Definitive Agreement, Other Events

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission File N

March 31, 2025 EX-10.1

Third Amendment to the Receivables Purchase Agreement, dated as of March 31, 2025, by and among Gray AR, LLC, as seller, and Gray Media, Inc., in its individual capacity and as initial Master Servicer (as defined therein), the purchasers party thereto, PNC Capital Markets LLC, as structuring agent and Wells Fargo Bank, N.A., as administrative agent.

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT This THIRD AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 31, 2025, is entered into by and among the following parties: (i) GRAY AR, LLC, Seller; (ii) GRAY MEDIA, INC. (f/k/a GRAY TELEVISION, INC.) (“Gray”), as initial Master Servicer; (iii) PNC BANK, NATIONAL ASSOCIATION (“P

March 31, 2025 EX-99.1

Gray Announces AR Securitization Facility increase to $400 million and extension to 2028 and Revolving Credit Facility increase to $700 million

Exhibit 99.1 NEWS RELEASE Gray Announces AR Securitization Facility increase to $400 million and extension to 2028 and Revolving Credit Facility increase to $700 million Atlanta, Georgia – March 31, 2025. . . Gray Media, Inc. (“Gray” or the “Company”) (NYSE: GTN) today announced that it has increased the aggregate commitments under its revolving accounts receivable securitization facility (the “AR

March 31, 2025 EX-10.2

Fourth Amendment to Credit Agreement, dated as of March 31, 2025, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent.

Exhibit 10.2 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 31, 2025, among GRAY MEDIA, INC., a Georgia corporation (formerly known as GRAY TELEVISION, INC.) (the “Borrower” and, together with the Subsidiary Guarantors, the “Credit Parties”), the Subsidiary Guarantors, each New Lender (as defined below), and WELLS F

March 27, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

March 27, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

February 27, 2025 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, February 27, 2025 - Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on March 31, 2025, to shareholders of record at the close of business on March 14, 2025.

February 27, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2025 (February 27, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02850

February 27, 2025 EX-3.1

Amended and Restated Articles of Incorporation of Gray Media, Inc.

Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF GRAY TELEVISIONMEDIA, INC. (As amended through January 31, 20192025) 1. The name of the Corporation is Gray TelevisionMedia, Inc. 2. The object of said Corporation shall be pecuniary gain and profit. 3. (a) The general nature of the business to be engaged in by the Corporation shall be to publish a daily and weekly newspaper, to do a general publis

February 27, 2025 EX-99.1

Gray Media’s Fourth Quarter Financial Results Exceeded Expectations

Exhibit 99.1 NEWS RELEASE Gray Media’s Fourth Quarter Financial Results Exceeded Expectations Atlanta, Georgia – February 27, 2025. . . Gray Media, Inc. (“Gray,” “Gray Media,” “we,” “us” or “our”) (NYSE: GTN) today announced its financial results for the quarter ended December 31, 2024, which included revenues and expenses both finishing slightly better than guidance. For the full-year 2024, our p

February 27, 2025 EX-97.1

Compensation Clawback Policy

Exhibit 97.1 GRAY TELEVISION, INC. Compensation Recoupment Policy Effective November 7, 2023 Purpose As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Gray Television, Inc. (the “Compan

February 27, 2025 EX-3.2

Bylaws of Gray Media, Inc. as amended

Exhibit 3.2 GRAY MEDIA, INC. BYLAWS ARTICLE I OFFICES The corporation shall at all times maintain a registered office in the State of Georgia. The corporation may have such other offices, either within or without the State of Georgia, as the Board of Directors may designate or as the business of the corporation may require from time to time. ARTICLE II STOCKHOLDERS Section 1. ANNUAL MEETING. The a

February 27, 2025 EX-99.1

Prospective Investor Meeting Slides

Exhibit 99.1

February 27, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2025 (February 27, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02850

February 27, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number 1-13796 GRAY MEDIA, INC. (Exact na

February 27, 2025 EX-19.1

Insider Trading Policy

Exhibit 19.1 Gray Media, Inc. Insider Trading Policy In order to take an active role in the prevention of insider trading violations by its directors, officers and employees, Gray Media, Inc. and its subsidiaries (collectively, the “Company” or “Gray”) have adopted this Insider Trading Policy (this “Policy”) and the procedures described herein. 1. Statement of Policy Prohibition Against Insider Tr

February 27, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2025 (February 27, 2025) Gray Media, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02850

February 27, 2025 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 Significant Subsidiaries of the Registrant As of December 31, 2024 Name of Subsidiary Jurisdiction of Incorporation Gray Local Media, Inc. Delaware Gray Television Licensee, LLC Delaware Raycom Sports Network, LLC North Carolina Tupelo Media Group, LLC Delaware PowerNation Studios, LLC Delaware Dynamic Captioning, LLC Michigan Assembly Atlanta, LLC Delaware Gray AR, LLC Delaware

January 2, 2025 EX-3.1

Articles of Amendment to Articles of Incorporation, effective as of January 1, 2025

Exhibit 3.1 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF GRAY TELEVISION, INC. FIRST: The name of the corporation is Gray Television, Inc. (the “Corporation”). SECOND: Article 1 of the Articles of Incorporation of the Corporation is hereby deleted in its entirety and replaced by the following new Article 1: “The name of the corporation is Gray Media, Inc.” THIRD: The amendment was duly ad

January 2, 2025 EX-99.1

Gray Television, Inc. Will Officially Become Gray Media, Inc.

Exhibit 99.1 NEWS RELEASE Gray Television, Inc. Will Officially Become Gray Media, Inc. Atlanta, Georgia – December 30, 2024. . . Gray Television, Inc. (NYSE: GTN) today announced that its Board of Directors has unanimously voted to change the company’s name to Gray Media, Inc. effective as of 12:01 a.m. on January 1, 2025. The Board’s action aligns the company’s formal name with the widespread pr

January 2, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 2, 2025 (December 30, 202

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 2, 2025 (December 30, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorpo

December 30, 2024 8-K

Other Events

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2024 (December 30, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incor

December 30, 2024 EX-99.1

Gray Renews All ABC Affiliation Agreements

Exhibit 99.1 NEWS RELEASE Gray Renews All ABC Affiliation Agreements Atlanta, Georgia – December 30, 2024. . . Gray Television, Inc. (NYSE: GTN) announced today that it has entered into agreements with The Walt Disney Company that extend and renew the network affiliations for all of Gray’s ABC affiliated television stations across 25 markets through December 31, 2028. “We are pleased to announce t

November 20, 2024 EX-99.1

Gray Television Makes Significant Progress on Debt Reduction and Replenishes Authorization for Additional Debt Reduction

Exhibit 99.1 NEWS RELEASE Gray Television Makes Significant Progress on Debt Reduction and Replenishes Authorization for Additional Debt Reduction Atlanta, Georgia – November 20, 2024. . . Gray Television, Inc. (“Gray,” “Gray Media,” the “Company,” “we,” “us” or “our”) (NYSE: GTN) has completed a series of transactions that collectively reduced the Company’s principal amount of debt outstanding by

November 20, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 20, 2024 (November 20, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorpo

November 14, 2024 SC 13G/A

GTN / Gray Television, Inc. / Darsana Capital Partners LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

November 8, 2024 EX-99.1

Gray Announces Third Quarter Financial Results, Additional Cost Containment Initiatives, Approximately $500 Million of Full-Year 2024 Political Ad Revenue and Projected $500 Million Full-Year 2024 Net Debt Reduction

Exhibit 99.1 NEWS RELEASE Gray Announces Third Quarter Financial Results, Additional Cost Containment Initiatives, Approximately $500 Million of Full-Year 2024 Political Ad Revenue and Projected $500 Million Full-Year 2024 Net Debt Reduction Atlanta, Georgia – November 8, 2024. . . Gray Television, Inc. (“Gray,” “Gray Media,” “we,” “us” or “our”) (NYSE: GTN) today announced a strong third quarter

November 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2024 (November 8, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2024 (November 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02

November 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2024 (November 8, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2024 (November 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02

November 8, 2024 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, November 8, 2024 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on December 31, 2024, to shareholders of record at the close of business on December

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 1-13796 Gray T

August 8, 2024 EX-99.1

Prospective Investor Meeting Slides

Exhibit 99.1

August 8, 2024 EX-10.3

Second Amendment to the Receivables Purchase Agreement, dated as of July 19, 2024, by and among Gray AR, LLC, as seller, and Gray Television, Inc., in its individual capacity and as initial Master Servicer (as defined therein), Bank of America, N.A. as purchaser, Truist Bank, as purchaser, Regions Bank, as purchaser, and Wells Fargo Bank, N.A., as administrative agent

Exhibit 10.3 EXECUTION VERSION OMNIBUS AMENDMENT This OMNIBUS AMENDMENT, dated as of July 19, 2024 (this “Amendment”), is: (i) SECOND AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, among GRAY AR, LLC, a Delaware limited liability company, as seller (the “Seller”); GRAY TELEVISION, INC., a Georgia corporation, in its individual capacity (“Gray”) and as initial Master Servicer (in such capacity, t

August 8, 2024 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, August 8, 2024 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on September 30, 2024, to shareholders of record at the close of business on September

August 8, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2024 (August 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-028503

August 8, 2024 EX-99.1

Gray Announces Operating Results for the Second Quarter

Exhibit 99.1 NEWS RELEASE Gray Announces Operating Results for the Second Quarter Atlanta, Georgia –August 8, 2024. . . Gray Television, Inc. (“Gray Media,” “Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced financial results for the second quarter ended June 30, 2024, including total revenue of $826 million and total operating expenses (before depreciation, amortization and loss on disposal

August 8, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2024 (August 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-028503

August 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2024 (August 8, 2024) G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2024 (August 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-028503

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Telev

June 26, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ☒ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from      to      .

June 21, 2024 8-K

Entry into a Material Definitive Agreement

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 2024 (June 18, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation

June 21, 2024 EX-10.1

First Amendment to the Receivables Purchase Agreement, dated as of June 18, 2024, by and among Gray AR, LLC, as seller, and Gray Television, Inc., in its individual capacity and as initial Master Servicer (as defined therein), Bank of America, N.A. as purchaser, Truist Bank, as purchaser, Regions Bank, as purchaser, and Wells Fargo Bank, N.A., as administrative agent.

Exhibit 10.1 FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT This FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 18, 2024, is entered into by and among the following parties: (i) GRAY AR, LLC, Seller; (ii) GRAY TELEVISION, INC. (“Gray”), as initial Master Servicer; (iii) BANK OF AMERICA, N.A. (“BofA”), as a Purchaser; (iv) TRUIST BANK (“Truist”), a

June 20, 2024 S-8

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

June 20, 2024 EX-24.1

Power of Attorney

Exhibit 24.1 POWERS OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Gray Television, Inc., a Georgia corporation (the “Company”), does hereby constitute and appoint each of Hilton H. Howell, Jr., James C. Ryan and Jeffrey R. Gignac, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersig

June 20, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Gray Television, Inc.

June 18, 2024 8-K

Other Events

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2024 Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission Fi

June 18, 2024 EX-99.1

Gray Television Announces Expiration and Final Results of Its Cash Tender Offer for Its 5.875% Senior Notes Due 2026

Exhibit 99.1 NEWS RELEASE Gray Television Announces Expiration and Final Results of Its Cash Tender Offer for Its 5.875% Senior Notes Due 2026 Atlanta, Georgia – June 18, 2024. . . Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today the expiration and final results of its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5.875% Senior Notes

June 4, 2024 EX-10.1

Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of June 4, 2024, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 4, 2024)

Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 4, 2024, among GRAY TELEVISION, INC., a Georgia corporation (the “Borrower” and, together with the Subsidiary Guarantors, the “Credit Parties”), the Subsidiary Guarantors, each Term F Lender (as defined below), each Increasing Revolving Lender (as defined below), and WELLS FARG

June 4, 2024 EX-99.1

Gray Announces Closing of Offering of $1.25 Billion of 10.500% Senior Secured First Lien Notes due 2029

Exhibit 99.1 NEWS RELEASE Gray Announces Closing of Offering of $1.25 Billion of 10.500% Senior Secured First Lien Notes due 2029 Atlanta, Georgia – June 3, 2024. . . Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $1.25 billion aggregate principal amount of 10.500% senior secured first lien notes due 2029 (the “Notes”). The Not

June 4, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 4, 2024 (June 3, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (C

June 4, 2024 EX-99.3

Gray Television Announces Early Tender Results of Its Cash Tender Offer for Its 5.875% Senior Notes Due 2026

Exhibit 99.3 NEWS RELEASE Gray Television Announces Early Tender Results of Its Cash Tender Offer for Its 5.875% Senior Notes Due 2026 Atlanta, Georgia – June 4, 2024. . . Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today the early tender results of its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5.875% Senior Notes due 2026 (the “No

June 4, 2024 EX-4.1

Indenture, dated as of June 3, 2024, 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 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)

Exhibit 4.1 Execution Version GRAY TELEVISION, INC., THE SUBSIDIARY GUARANTORS party hereto AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, As Trustee and as Notes Collateral Agent INDENTURE Dated as of June 3, 2024 $1,250,000,000 10.500% SENIOR SECURED FIRST LIEN NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02.

June 4, 2024 EX-99.2

Gray Announces Closing of Term Loan and Revolving Credit Facility Refinancing

Exhibit 99.2 NEWS RELEASE Gray Announces Closing of Term Loan and Revolving Credit Facility Refinancing Atlanta, Georgia – June 4, 2024. . . Gray Television, Inc. (“Gray” or the “Company”) (NYSE: GTN) announced today that it has closed a refinancing of its $1.15 billion term loan due in 2026 and upsizing of its revolving credit facility. The refinancing, among other things, provides a new $500 mil

May 23, 2024 EX-99.1

Gray Announces Upsizing and Pricing of $1.25 Billion of 10.500% Senior Secured First Lien Notes due 2029

Exhibit 99.1 NEWS RELEASE Gray Announces Upsizing and Pricing of $1.25 Billion of 10.500% Senior Secured First Lien Notes due 2029 Atlanta, Georgia – May 23, 2024. . . Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today the pricing of its previously announced private offering of $1.25 billion aggregate principal amount of 10.500% senior secured first lien notes due 2029 (the “Notes”). This

May 23, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 23, 2024 Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission File

May 20, 2024 EX-99.1

Gray Television Commences Cash Tender Offer for Its 5.875% Senior Notes Due 2026

Exhibit 99.1 NEWS RELEASE Gray Television Commences Cash Tender Offer for Its 5.875% Senior Notes Due 2026 Atlanta, Georgia – May 20, 2024. . . Gray Television, Inc. (“Gray,” the “Company,” “we,” or “our”) (NYSE: GTN) announced today the commencement of an offer to purchase for cash (the “Tender Offer”), subject to certain terms and conditions, any and all of its outstanding 5.875% Senior Notes du

May 20, 2024 8-K

Financial Statements and Exhibits, Other Events

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2024 Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 20, 2024 EX-99.1

Gray Announces Private Offering of Senior Secured Notes

Exhibit 99.1 NEWS RELEASE Gray Announces Private Offering of Senior Secured Notes Atlanta, Georgia – May 20, 2024. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it intends to offer up to $1 billion aggregate principal amount of senior secured first lien notes due 2029, subject to market conditions. The offering will be exempt from the registration require

May 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2024 Gray Television, Inc

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2024 Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 15, 2024 EX-99.1

Gray Television Announces Commencement of Proposed $1.6 Billion Refinancing Process and a Further Increase to its Revolving Credit Facility

Exhibit 99.1 NEWS RELEASE Gray Television Announces Commencement of Proposed $1.6 Billion Refinancing Process and a Further Increase to its Revolving Credit Facility Atlanta, Georgia – May 15, 2024. . . Gray Television, Inc. (“Gray,” the “Company,” “we,” or “our”) (NYSE: GTN) announced today the commencement of a refinancing process for its existing $1.15 billion term loan due 2026 and up to $450

May 15, 2024 8-K

Regulation FD Disclosure

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2024 Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 8, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2024 (May 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Com

May 8, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2024 (May 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Com

May 8, 2024 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, May 8, 2024 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on June 28, 2024, to shareholders of record at the close of business on June 14, 2024. Ab

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Tele

May 7, 2024 EX-99.1

Gray’s Operating Results for the First Quarter Driven by Continued Strong Demand and Execution; Gray Announces New $250 Million Debt Repurchase Authorization

Exhibit 99.1 NEWS RELEASE Gray’s Operating Results for the First Quarter Driven by Continued Strong Demand and Execution; Gray Announces New $250 Million Debt Repurchase Authorization Atlanta, Georgia – May 7, 2024. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced financial results for the first quarter ended March 31, 2024, reflecting our total revenue of $823 m

May 7, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2024 (May 7, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Com

May 3, 2024 CORRESP

Proposed Expanded Disclosure to be incorporated into the Liquidity section of MD&A

Gray Television, Inc. 4370 Peachtree Road NE Atlanta, GA 30319 Phone: 404-504-9828 Fax: 404-261-9607 May 3, 2024 VIA EDGAR Morgan Youngwood Stephen Krikorian Division of Corporate Finance Office of Technology United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: GRAY TELEVISION INC Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 23, 202

April 5, 2024 CORRESP

December 31, 2023

Gray Television, Inc. 4370 Peachtree Road NE Atlanta, GA 30319 Phone: 404-504-9828 Fax: 404-261-9607 April 5, 2024 VIA EDGAR Morgan Youngwood Stephen Krikorian Division of Corporate Finance Office of Technology United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: GRAY TELEVISION INC Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 23, 2

March 28, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

March 28, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

March 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2024 (March 8, 2024) Gra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2024 (March 8, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030

March 8, 2024 EX-99.1

Prospective Investor Meeting Slides

Exhibit 99.1

February 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 26, 2024 (February 26, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 26, 2024 (February 26, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 26, 2024 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, February 26, 2024 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on March 28, 2024, to shareholders of record at the close of business on March 15,

February 23, 2024 EX-99.1

Gray Finishes 2023 In A Strong Position and Issues Positive Outlook for 2024

Exhibit 99.1 NEWS RELEASE Gray Finishes 2023 In A Strong Position and Issues Positive Outlook for 2024 Atlanta, Georgia –February 23, 2024. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced strong financial results for the fourth quarter ended December 31, 2023, including total revenue of $864 million, which was in-line with the high end of our revenue guidance an

February 23, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2024 (February 23, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 23, 2024 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 Significant Subsidiaries of the Registrant As of December 31, 2023 Name of Subsidiary Jurisdiction of Incorporation Gray Media Group, Inc. Delaware Gray Television Licensee, LLC Delaware Raycom Sports Network, LLC North Carolina Tupelo Media Group, LLC Delaware PowerNation Studios, LLC Delaware Dynamic Captioning, LLC Michigan Atlanta Assembly, LLC Delaware Gray AR, LLC Delaware

February 23, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number 1-13796 GRAY TELEVISION, INC. (Exa

February 20, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2024 (February 16, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorp

February 20, 2024 EX-99.1

Gray Television Announces CFO Jim Ryan’s Upcoming Retirement and Appointment of Jeff Gignac to Succeed Him

Exhibit 99.1 NEWS RELEASE Gray Television Announces CFO Jim Ryan’s Upcoming Retirement and Appointment of Jeff Gignac to Succeed Him Atlanta, Georgia – February 20, 2024. . . Gray Television Inc. (“Gray,” the “Company,” “we,” “us,” or “our”) (NYSE: GTN) announced today that Chief Financial Officer Jim Ryan has notified the Company of his voluntary decision to transition into retirement after 2025.

February 20, 2024 EX-10.1

Second Amendment to Credit Agreement, dated as of February 16, 2024, among Gray Television, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent

Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 16, 2024, among GRAY TELEVISION, INC., a Georgia corporation (the “Borrower” and, together with the Subsidiary Guarantors, the “Credit Parties”), the Lenders party hereto, the Subsidiary Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administ

February 20, 2024 EX-99.1

Gray Announces Closing and Upsizing of Revolving Credit Facility Refinancing and Announces Update on Term Loan and BMI Sale Proceeds

Exhibit 99.1 NEWS RELEASE Gray Announces Closing and Upsizing of Revolving Credit Facility Refinancing and Announces Update on Term Loan and BMI Sale Proceeds Atlanta, Georgia – February 16, 2024. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it has closed a refinancing and upsizing of its revolving credit facility and has postponed its planned opportunis

February 20, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 (February 20, 2024) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorp

February 14, 2024 SC 13G

GTN / Gray Television, Inc. / Darsana Capital Partners LP Passive Investment

SC 13G 1 d1093791513g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gray Television, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 389375106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 13, 2024 SC 13G/A

GTN / Gray Television, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01045-graytelevisioninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Gray Television Inc Title of Class of Securities: Common Stock CUSIP Number: 389375106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to design

February 13, 2024 SC 13G/A

GTN / Gray Television, Inc. / Channing Capital Management, LLC Passive Investment

SC 13G/A 1 channinggtn123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GRAY TELEVISION, INC. (Name of Issuer) Common Stock (no par value) (Title of Class of Securities) 389375106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 9, 2024 SC 13G/A

GTN / Gray Television, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 18 )* Gray Television Inc (Name of Issuer) Common Stock (Title of Class of Securities) 389375106 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

January 30, 2024 EX-99.1

Gray Announces Proposed Refinancing of Senior Credit Facilities, Updates Guidance for Fourth Quarter 2023, and Announces Anticipated Proceeds from Sale of BMI

Exhibit 99.1 NEWS RELEASE Gray Announces Proposed Refinancing of Senior Credit Facilities, Updates Guidance for Fourth Quarter 2023, and Announces Anticipated Proceeds from Sale of BMI Atlanta, Georgia – January 30, 2024. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it is proposing, subject to market and other conditions, to refinance certain of its exis

January 30, 2024 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2024 Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission

December 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 (December 27,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 (December 27, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorp

December 27, 2023 EX-99.1

GRAY TELEVISION REACHES AGREEMENT IN PRINCIPLE TO RENEW ALL GRAY NBC AFFILIATIONS NATIONWIDE

Exhibit 99.1 PRESS RELEASE GRAY TELEVISION REACHES AGREEMENT IN PRINCIPLE TO RENEW ALL GRAY NBC AFFILIATIONS NATIONWIDE Atlanta, Georgia – December 27, 2023. . . Gray Television, Inc. (“Gray) (NYSE: GTN) today announced that it has reached an agreement in principle with the NBC Network that extends and renews all of Gray’s NBC network affiliations, which otherwise would have expired at year-end 20

November 8, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2023 (November 8, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 1-13796 Gray T

November 8, 2023 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2023 (November 8, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02

November 8, 2023 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, November 8, 2023 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on December 29, 2023, to shareholders of record at the close of business on December

November 8, 2023 EX-99.1

Gray Reports Strong Revenues and Lower Expenses for the Third Quarter

Exhibit 99.1 NEWS RELEASE Gray Reports Strong Revenues and Lower Expenses for the Third Quarter Atlanta, Georgia –November 8, 2023. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced strong financial results for the third quarter ended September 30, 2023, including total revenue of $803 million, which was above the high end of our revenue guidance and total operati

October 17, 2023 EX-99.1

Gray Issues Investor Deck Addressing Network and Retransmission Landscape

Exhibit 99.1 NEWS RELEASE Gray Issues Investor Deck Addressing Network and Retransmission Landscape Atlanta, Georgia – October 17, 2023… Gray Television, Inc. (“Gray”) (NYSE: GTN) has released a new investor presentation providing Gray’s perspective on the broadcast industry and the company in the current network and retransmission landscape. The presentation outlines Gray’s belief that the Broadc

October 17, 2023 EX-99.2

Notes and Disclaimer Gray Television, Inc. (“Gray”) owns local network-affiliated television stations in 113 markets. Station rankings (i.e., number 1, number 2) reflect all-day ratings in 2022 according to Comscore. DMA population estimates and rank

Exhibit 99.2 Gray Television in the Current Network and Retransmission Landscape October 2023 Notes and Disclaimer Gray Television, Inc. (“Gray”) owns local network-affiliated television stations in 113 markets. Station rankings (i.e., number 1, number 2) reflect all-day ratings in 2022 according to Comscore. DMA population estimates and ranks according to Nielsen. This presentation contains certa

October 17, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 17, 2023 Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Commission F

August 4, 2023 EX-99.1

Gray Television Posts Core Advertising Revenue Growth In The Second Quarter

Exhibit 99.1 NEWS RELEASE Gray Television Posts Core Advertising Revenue Growth In The Second Quarter Atlanta, Georgia –August 4, 2023. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced strong financial results for the second quarter ended June 30, 2023, including total revenue of $813 million, which was above the high end of our revenue guidance and total operati

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Telev

August 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 (August 4, 2023) G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 (August 4, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-028503

August 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 (August 4, 2023) G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 (August 4, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-028503

August 4, 2023 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, August 4, 2023 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on September 29, 2023, to shareholders of record at the close of business on September

June 28, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ☒  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐  TRANSITION REPORT PURSUANT TO SECTION 15(

11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ☒  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

June 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 (June 22, 2023) Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 (June 22, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation)

June 22, 2023 EX-99.1

Gray Renews CBS Network Affiliations Covering All 54 Existing Markets Agreement sets stage for continued investment in local news and community services

EX-99.1 Exhibit 99.1 NEWS RELEASE Gray Renews CBS Network Affiliations Covering All 54 Existing Markets Agreement sets stage for continued investment in local news and community services Atlanta, Georgia – June 22, 2023… Gray Television, Inc. (“Gray”) (NYSE: GTN) has entered into a new agreement with Paramount Global that renews all of Gray’s existing CBS network affiliations, encompassing seven m

May 22, 2023 EX-99.1

Sandy Breland Named Gray’s Chief Operating Officer

EX-99.1 Exhibit 99.1 NEWS RELEASE Sandy Breland Named Gray’s Chief Operating Officer Atlanta, Georgia – May 22, 2023… Gray Television, Inc. (“Gray”) (NYSE: GTN) promoted Sandy Breland from Senior Managing Vice President to the role of Executive Vice President and Chief Operating Officer, effective today. Sandy succeeded Bob Smith, who recently retired after a long career with Gray in various capac

May 22, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 (May 22, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (

May 10, 2023 SC 13G

GTN / Gray Television, Inc. / Channing Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

May 5, 2023 EX-99.1

Gray’s Operating Results for the First Quarter Driven by Continued Strong Demand and Execution

Exhibit 99.1 NEWS RELEASE Gray’s Operating Results for the First Quarter Driven by Continued Strong Demand and Execution Atlanta, Georgia – May 5, 2023. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced financial results for the first quarter ended March 31, 2023, reflecting our total revenue of $801 million, that was above our revenue guidance and total operating

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 5, 2023) Gray Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 5, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Com

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 4, 2023) Gray Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 4, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Com

May 5, 2023 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, May 5, 2023 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on June 30, 2023, to shareholders of record at the close of business on June 15, 2023. Ab

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Tele

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 5, 2023) Gray Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 5, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Com

April 14, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 (April 13, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporatio

March 23, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 gtn20230320defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Stateme

March 23, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

March 21, 2023 EX-10.1

First Amendment to Fifth Amended and Restated Credit Agreement, dated as of December 1, 2020, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 21, 2023)

Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 17, 2023, among GRAY TELEVISION, INC., a Georgia corporation (the “Borrower” and, together with the Subsidiary Guarantors, the “Credit Parties”), the Lenders party hereto (including, without limitation, each Lender executing an Authorization (as defined below

March 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 (March 17, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 (March 17, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporatio

March 6, 2023 EX-99.1

Prospective Investor Meeting Slides

Exhibit 99.1

March 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2023 (March 6, 2023) Gra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2023 (March 6, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030

February 27, 2023 EX-10.3

Performance Undertaking, dated as of February 23, 2023, by Gray Television, Inc., in favor of Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)

Exhibit 10.3 EXECUTION VERSION PERFORMANCE UNDERTAKING THIS PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of February 23, 2023, is executed by Gray Television, Inc., a Georgia corporation (“Parent” or “Performance Guarantor”), in favor of Wells Fargo Bank, N.A., as administrative agent for the benefit of the Secured Parties (in such capacity, together with its successors and assigns, “Adm

February 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2023 (February 23, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2023 (February 23, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 27, 2023 EX-10.2

Receivables Sale Agreement, dated as of February 23, 2023, among Gray Media Group, Inc., the various entities listed on schedule I thereto, Gray Television, Inc., and Gray AR, LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)

Exhibit 10.2 EXECUTION VERSION RECEIVABLES SALE AGREEMENT Dated as of February 23, 2023 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, GRAY TELEVISION, INC., as Master Servicer, and GRAY AR, LLC, as Buyer CONTENTS Clause Subject Matter Page ARTICLE I AGREEMENT TO PURCHASE AND SELL 2 SECTION 1.1 Agreement To Purchase and Sell 2 SECTION 1.2 Timing of Purchases 3 SECTION 1.3 Cons

February 27, 2023 EX-10.1

Receivables Purchase Agreement, dated as of February 23, 2023, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Television, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)

Exhibit 10.1 EXECUTION VERSION RECEIVABLES PURCHASE AGREEMENT Dated as of February 23, 2023 by and among GRAY AR, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, WELLS FARGO BANK, N.A., as Administrative Agent, and GRAY TELEVISION, INC., as initial Master Servicer TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Other Int

February 24, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 (February 24, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 24, 2023 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, February 24, 2023 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on March 31, 2023, to shareholders of record at the close of business on March 15,

February 24, 2023 EX-99.1

Gray Finishes 2022 In A Strong Position and Issues Stable Outlook for 2023

Exhibit 99.1 NEWS RELEASE Gray Finishes 2022 In A Strong Position and Issues Stable Outlook for 2023 Atlanta, Georgia –February 24, 2023. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced financial results for the fourth quarter ended December 31, 2022, reflecting revenue above our guidance and expenses near the low end of our guidance for the quarter. Overall, th

February 24, 2023 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 Significant Subsidiaries of the Registrant As of December 31, 2022 Name of Subsidiary Jurisdiction of Incorporation Gray Media Group, Inc. Delaware Gray Television Licensee, LLC Delaware Raycom Sports Network, LLC North Carolina Tupelo Media Group, LLC Delaware PowerNation Studios, LLC Delaware Dynamic Captioning, LLC Michigan Atlanta Assembly, LLC Delaware

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number 1-13796 GRAY TELEVISION, INC. (Exa

February 24, 2023 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 (February 24, 2023) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 14, 2023 SC 13G/A

GTN / Gray Television, Inc. / Darsana Capital Partners LP Passive Investment

SC 13G/A 1 d990958713ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gray Television, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 389375106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 10, 2023 SC 13G/A

GTN / Gray Television, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 17 )* Gray Television Inc (Name of Issuer) Common Stock (Title of Class of Securities) 389375106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

February 9, 2023 SC 13G/A

GTN / Gray Television, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Gray Television Inc. Title of Class of Securities: Common Stock CUSIP Number: 389375106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 8, 2023 SC 13G/A

GTN / Gray Television, Inc. / MBX Capital LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gray Television, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 389375106 (CUSIP Number) February 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 8, 2023 EX-99.2

ITEM 8 INFORMATION:

EX-99.2 Exhibit 99.2 ITEM 8 INFORMATION: The Reporting Persons are making this single, joint filing because they are members of a “group” for purposes of Rule 13d-5 of the Exchange Act. The members of this group are as follows: 1. MBX Capital, LLC 2. Manoj Bhargava 3. Simplify Inventions, LLC 4. Innovation Ventures, LLC 5. Hans Singapore Investments Pte. Ltd.

February 8, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Gray Television, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Date: February 8, 2023 MBX CAPITAL LLC By: /s/ Manoj Bhargava Name: Manoj Bhargava Title: Ma

November 4, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2022 (November 4, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2022 (November 4, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02

November 4, 2022 EX-99.1

Gray Reports Third Quarter Operating Results

Exhibit 99.1 NEWS RELEASE Gray Reports Third Quarter Operating Results Atlanta, Georgia – November 4, 2022. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced its strong financial results for the third quarter ended September 30, 2022, including a 417% increase in net income attributable to common stockholders, compared to the third quarter of 2021. Overall, the th

November 4, 2022 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, November 4, 2022 - Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on December 30, 2022, to shareholders of record at the close of business on December

November 4, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2022 (November 4, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2022 (November 4, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02

November 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 1-13796 Gray T

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2022 (August 5, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-028503

August 5, 2022 EX-24.1

Power of Attorney

EX-24.1 4 ex405840.htm Exhibit 24.1 POWERS OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Gray Television, Inc., a Georgia corporation (the “Company”), does hereby constitute and appoint each of Hilton H. Howell, Jr. and James C. Ryan, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the unde

August 5, 2022 EX-99.1

Gray Television Delivers Solid Second Quarter Operating Results

Exhibit 99.1 NEWS RELEASE Gray Television Delivers Solid Second Quarter Operating Results Atlanta, Georgia ?August 5, 2022. . . Gray Television, Inc. (?Gray,? ?we,? ?us? or ?our?) (NYSE: GTN) today announced its strong financial results for the second quarter ended June 30, 2022, including a 231% increase in net income attributable to common stockholders, compared to the second quarter of 2021. Ov

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 S-8

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, August 5, 2022 - Gray Television, Inc. (?Gray?) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on September 30, 2022, to shareholders of record at the close of business on September

August 5, 2022 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2022 (August 5, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-028503

August 5, 2022 EX-10.1

Gray Television, Inc. 2022 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022)

Exhibit 10.1 GRAY TELEVISION, INC. 2022 EQUITY AND INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, and officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2. Definitions

August 5, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 6 ex405844.htm Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Gray Television, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Eq

August 5, 2022 S-8

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 EX-24.1

Power of Attorney

Exhibit 24.1 POWERS OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Gray Television, Inc., a Georgia corporation (the ?Company?), does hereby constitute and appoint each of Hilton H. Howell, Jr. and James C. Ryan, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full powe

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Telev

August 5, 2022 EX-99.1

Gray Television, Inc. 2022 Equity and Incentive Compensation Plan

Exhibit 99.1 GRAY TELEVISION, INC. 2022 EQUITY AND INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, and officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2. Definitions

August 5, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Gray Television, Inc.

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

August 5, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 5, 2022

As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

July 18, 2022 SC 13G

GTN / Gray Television, Inc. / Darsana Capital Partners LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

June 29, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 6, 2022 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, May 6, 2022 - Gray Television, Inc. (?Gray?) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on June 30, 2022, to shareholders of record at the close of business on June 15, 2022. Ab

May 6, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2022 (May 6, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Com

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Tele

May 6, 2022 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2022 (May 6, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-0285030 (Com

May 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2022 (May 5, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporation) (Com

May 6, 2022 EX-99.1

Gray Reports Strong First Quarter Benefiting From Growth Strategy

Exhibit 99.1 NEWS RELEASE Gray Reports Strong First Quarter Benefiting From Growth Strategy Atlanta, Georgia ? May 6, 2022. . . Gray Television, Inc. (?Gray,? ?we,? ?us? or ?our?) (NYSE: GTN) today announced financial results for the first quarter ended March 31, 2022. Our total revenues of $827 million were strong as we begin an ?on-year? of the two-year political advertising cycle. Importantly,

March 25, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

March 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

March 1, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 (February 24, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorporat

March 1, 2022 EX-99.1

GRAY NAMES LORRI MCCLAIN TO ITS BOARD OF DIRECTORS

Exhibit 99.1 NEWS RELEASE GRAY NAMES LORRI MCCLAIN TO ITS BOARD OF DIRECTORS Atlanta, Georgia ? February 28, 2022. . . Gray Television, Inc. (?Gray,? ?we,? ?us? or ?our?) (NYSE: GTN) today announced that its Board of Directors unanimously voted to expand the Board by one seat and elected Lorri McClain as an independent Director to fill that position, effective March 1, 2022. Like all Directors, Ms

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number 1-13796 GRAY TELEVISION, INC. (Exa

February 25, 2022 EX-99.1

Gray Reports Solid 2021 Performance and is Poised for a Strong 2022

Exhibit 99.1 NEWS RELEASE Gray Reports Solid 2021 Performance and is Poised for a Strong 2022 Atlanta, Georgia ? February 25, 2022. . . Gray Television, Inc. (?Gray,? ?we,? ?us? or ?our?) (NYSE: GTN) today announced financial results for the fourth quarter ended December 31, 2021. While the quarter did not include political advertising revenue at the robust levels experienced in the fourth quarter

February 25, 2022 EX-99.2

Prospective Investor Meeting Slides

Exhibit 99.2

February 25, 2022 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2022 (February 25, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 25, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2022 (February 25, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 25, 2022 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 Significant Subsidiaries of the Registrant As of December 31, 2021 Name of Subsidiary Jurisdiction of Incorporation Gray Media Group, Inc. Delaware Gray Television Licensee, LLC Delaware Raycom Sports Network, LLC North Carolina Tupelo Media Group, LLC Delaware PowerNation Studios, LLC Delaware Dynamic Captioning, LLC Michigan Atlanta Assembly, LLC Delaware

February 25, 2022 EX-99.1

Gray Television, Inc.

Exhibit 99.1 Gray Television, Inc. Selected Operating Data (Unaudited) (in millions) As Reported Basis 2021 Three Months Ended Year To Date Ended March 31 June 30 September 30 December 31 June 30 September 30 December 31 Revenue (less agency commissions): Broadcast: Local (including internet/digital/mobile) $ 203 $ 222 $ 232 $ 277 $ 425 $ 657 $ 934 National 57 57 60 82 114 174 256 Political 9 6 9

February 24, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2022 (February 24, 2022) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-

February 24, 2022 EX-99.1

GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE

Exhibit 99.1 GRAY ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE ATLANTA, February 24, 2022 - Gray Television, Inc. (?Gray?) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on March 31, 2022, to shareholders of record at the close of business on March 15,

February 14, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Gray Television, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Date: February 14, 2022 MBX CAPITAL LLC By: /s/ Manoj Bhargava Name: Manoj Bhargava Title: Manager M

February 14, 2022 EX-99.2

Item 8 Information

Exhibit 99.2 ITEM 8 INFORMATION: The Reporting Persons are making this single, joint filing because they are members of a ?group? for purposes of Rule 13d-5 of the Exchange Act. The members of this group are as follows: 1. MBX Capital, LLC 2. Manoj Bhargava 3. Simplify Inventions, LLC 4. Innovation Ventures, LLC 5. Hans Singapore Investments Pte. Ltd.

February 14, 2022 SC 13G/A

GTN / Gray Television, Inc. / MBX Capital LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gray Television, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 389375106 (CUSIP Number) February 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

February 10, 2022 SC 13G

GTN / Gray Television, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Gray Television Inc. Title of Class of Securities: Common Stock CUSIP Number: 389375106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??Ru

February 8, 2022 SC 13G/A

GTN / Gray Television, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16 )* Gray Television Inc (Name of Issuer) Common Stock (Title of Class of Securities) 389375106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

December 1, 2021 EX-4.1

First Supplemental Indenture, dated as of December 1, 2021 by and among Gray Television, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 9, 2021 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)

Exhibit 4.1 ESCROW RELEASE DATE SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of December 1, 2021, among Gray Television, Inc., a Georgia corporation (the ?Company?), the parties that are signatories hereto as guarantors (each, a ?Guaranteeing Subsidiary?) and U.S. Bank National Association, as trustee (in such capacity, the ?Trustee?). W I T N E S S

December 1, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2021 (December 1, 2021) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorpora

December 1, 2021 EX-99.2

Index to Combined Financial Statements Page Independent Auditors’ Report 2 Combined Financial Statements Combined Balance Sheets as of June 30, 2021 and 2020 3 Combined Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2021

Exhibit 99.2 Index to Combined Financial Statements Page Independent Auditors? Report 2 Combined Financial Statements Combined Balance Sheets as of June 30, 2021 and 2020 3 Combined Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2021 and 2020 4 Combined Statements of Equity for the Years Ended June 30, 2021, and 2020 5 Combined Statements of Cash Flows for the Years E

December 1, 2021 EX-4.3

Second Supplemental Indenture, dated as of December 1, 2021 by and among Gray Television, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 16, 2018 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)

Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of December 1, 2021, among Dynamic Captioning LLC (the ?New Guarantor?), a subsidiary of Gray Television, Inc. (or its successor), a Georgia corporation (the ?Company?), the Company and U.S. Bank National Association, a national association under the laws of the United States, as truste

December 1, 2021 EX-10.1

Third Restatement Agreement, dated as of December 1, 2021 by and among Gray Television, Inc., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders and agents party thereto. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2021)

Exhibit 10.1 EXECUTION COPY THIRD RESTATEMENT AGREEMENT This THIRD RESTATEMENT AGREEMENT, dated as of December 1, 2021 (together with the annexes hereto, this ?Agreement?), amends and restates that (a) certain Fourth Amended and Restated Credit Agreement dated as of January 2, 2019 (as previously amended by that certain First Amendment to Credit Agreement and Incremental Amendment dated as of Febr

December 1, 2021 EX-99.1

GRAY TELEVISION CLOSES ON ACQUISITION OF MEREDITH CORPORATION’S LOCAL MEDIA GROUP

Exhibit 99.1 FOR IMMEDIATE RELEASE: December 1, 2021 NEWS RELEASE GRAY TELEVISION CLOSES ON ACQUISITION OF MEREDITH CORPORATION?S LOCAL MEDIA GROUP Atlanta, Georgia ? Gray Television, Inc. (?Gray?) (NYSE: GTN) today closed on its previously announced acquisition of Meredith Corporation?s Local Media Group (?Meredith?) and its 17 television stations in 12 local markets for $16.99 per share in cash,

December 1, 2021 EX-4.4

Third Supplemental Indenture, dated as of December 1, 2021 by and among Gray Television, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of June 14, 2016 (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)

Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of December 1, 2021, among Dynamic Captioning LLC (the ?New Guarantor?), a subsidiary of Gray Television, Inc. (or its successor), a Georgia corporation (the ?Company?), the Company and U.S. Bank National Association, a national association under the laws of the United States, as trustee

December 1, 2021 EX-99.4

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial statements of Gray give effect to the Meredith Transactions (as defined below), including the Meredith Acquisition (or the ?Meredith Merger?) for an adjusted purchase price of approximately $2.8 billion, the offering of Gray?s $1,300,000,000 5.375% Senior Notes due 2031, the funding

December 1, 2021 EX-99.3

Index to Condensed Combined Financial Statements Page Independent Auditors’ Review Report 1 Condensed Combined Financial Statements Condensed Combined Balance Sheets as of September 30, 2021, 2020, and 2019, and December 31, 2020 and 2019 2 Condensed

Exhibit 99.3 Index to Condensed Combined Financial Statements Page Independent Auditors? Review Report 1 Condensed Combined Financial Statements Condensed Combined Balance Sheets as of September 30, 2021, 2020, and 2019, and December 31, 2020 and 2019 2 Condensed Combined Statements of Earnings and Comprehensive Income for the Three Months Ended September 30, 2021, 2020, and 2019, and Six Months E

December 1, 2021 EX-10.2

Fifth Amended and Restated Credit Agreement, dated as of December 1, 2021, by and among Gray Television, Inc., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on November 9, 2021)

Exhibit 10.2 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 1, 2021 by and among GRAY TELEVISION, INC., as Borrower, THE LENDERS REFERRED TO HEREIN, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank, BANK OF AMERICA, N. A., DEUTSCHE BANK SECURITIES INC., REGIONS BANK AND TRUIST BANK, as Syndication Agents, and CITIZENS

December 1, 2021 EX-4.2

First Supplemental Indenture, dated as of December 1, 2021 by and among Gray Television, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of October 19, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of December 1, 2021, among Dynamic Captioning LLC (the ?New Guarantor?), a subsidiary of Gray Television, Inc. (or its successor), a Georgia corporation (the ?Company?), the Company and U.S. Bank National Association, a national association under the laws of the United States, as trustee

November 9, 2021 EX-99.1

GRAY ANNOUNCES CLOSING OF OFFERING OF $1,300.0 MILLION OF 5.375% SENIOR NOTES DUE 2031

Exhibit 99.1 NEWS RELEASE GRAY ANNOUNCES CLOSING OF OFFERING OF $1,300.0 MILLION OF 5.375% SENIOR NOTES DUE 2031 Atlanta, Georgia ? November 9, 2021. . . Gray Television, Inc. (?Gray?) (NYSE: GTN) announced today that it has completed its previously announced offering of $1,300.0 million in aggregate principal amount of 5.375% senior notes due 2031 (the ?Notes?) by Gray Escrow II, Inc., a special

November 9, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2021 ( November 9, 2021 ) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 001-13796 58-0285030 (State or Other Jurisdiction of Incorpor

November 9, 2021 EX-4.1

Indenture, dated as of November 9, 2021, by and among Gray Escrow II, Inc., Gray Television, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2021)

Exhibit 4.1 Execution Version GRAY ESCROW II, INC., As Escrow Issuer, GRAY TELEVISION, INC. AND U.S. BANK NATIONAL ASSOCIATION, As Trustee INDENTURE Dated as of November 9, 2021 $1,300,000,000 5.375% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 33 Section 1.03. Rules of Construction 34

November 4, 2021 EX-99.1

Gray Reports Third Quarter Operating Results

Exhibit 99.1 NEWS RELEASE Gray Reports Third Quarter Operating Results Atlanta, Georgia ? November 4, 2021. . . Gray Television, Inc. (?Gray,? ?we,? ?us? or ?our?) (NYSE: GTN) today announced financial results for the third quarter ended September 30, 2021. We experienced strong momentum in the first nine months of 2021 and we believe it will continue throughout the remainder of the year. Key fina

November 4, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2021 (November 4, 2021) Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia (State or Other Jurisdiction of Incorporation) 001-13796 58-02

Other Listings
DE:GCZB € 5.10
Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista