Gray Media, Inc 8-K, filed May 7, 2026

Gray Media, Inc (GTN)

8-K 2026-05-07 For: 2026-05-07

Added on July 04, 2026

About this 8-K

Gray Media, Inc filed this 8-K on May 7, 2026.

001-13796	58-0285030
(Commission File Number)	(IRS Employer Identification No.)

4370 Peachtree Road, NE, Atlanta, Georgia	30319
(Address of Principal Executive Offices)	(Zip Code)

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

	Gray Media, Inc.

May 7, 2026	By:	/s/ Jeffrey R. Gignac
		Name:	Jeffrey R. Gignac
		Title:	Executive Vice President and Chief Financial Officer

Selected Operating Data (Unaudited)
	Three Months Ended
	March 31,
	2026			2025			% Change
	(dollars in millions)
Revenue (less agency commissions):
Core advertising	$	352		$	344			2	%
Political advertising		30			13			131	%
Retransmission consent		339			379			(11	)%
Other		18			19			(5	)%
Total broadcasting revenue		739			755			(2	)%
Production companies		29			27			7	%
Total revenue	$	768		$	782			(2	)%

Net retransmission revenue (1):
Retransmission consent revenue	$	339		$	379			(11	)%
Less, broadcasting network affiliation fees		197			233			(15	)%
Net retransmission revenue	$	142		$	146			(3	)%

Operating expenses (2):
Broadcasting:
Station expenses	$	358		$	343			4	%
Network affiliation fees		197			233			(15	)%
Non-cash stock-based compensation		-			1			(100	)%
Total broadcasting expense	$	555		$	577			(4	)%

Production companies	$	28		$	20			40	%

Corporate and administrative:
Corporate expenses	$	27		$	26			4	%
Transaction Related Expenses		4			-			N/A
Non-cash stock-based compensation		8			6			33	%
Total corporate and administrative expense	$	39		$	32			22	%

Net loss	$	(20	)	$	(9	)		122	%

Adjusted EBITDA (2)	$	154		$	160			(4	)%

	March 31,			December 31,
	2026			2025
	(in millions)
Outstanding principal of debt obligations (1):
First lien term loans	$	749		$	749
Senior secured first lien notes		1,900			1,900
Senior secured second lien notes		1,150			1,150
Senior unsecured notes		2,009			2,011
Total outstanding principal of debt obligations		5,808			5,810
Less cash		(259	)		(368	)
Total outstanding principal of debt obligations, less cash	$	5,549		$	5,442

	Three Months Ended June 30,
	2025		2026 (Guidance)
	(Unaudited)		Low		High
	(in millions)
Revenue (less agency commissions):
Core advertising	$	361	Down mid-single digits
Political advertising	$	9	$	60	$	70
Total revenue	$	772	$	780	$	800

Net Retransmission Revenue	$	136	$	141	$	143

Operating expenses (excluding depreciation, amortization and loss on disposal of assets):
Total broadcasting expense	$	563	$	545	$	550
Total corporate and administrative expense	$	25	$	30	$	35

	Year Ending
	December 31,
	2026
Estimated supplemental information (in millions)	(Guidance)
Interest expense, excluding amortization of deferred financing costs	$	440
Amortization of deferred financing costs	$	16
Preferred stock dividends	$	52
Common stock dividends	$	33
Capital expenditures	$	140
Income tax payments, excluding refunds	$	90 to $110

Reconciliation of Adjusted EBITDA (Unaudited):

	Three Months Ended
	March 31,
	2026			2025
	(in millions)
Net loss	$	(20	)	$	(9	)
Adjustments to reconcile from net loss to Adjusted EBITDA
Depreciation		33			34
Amortization of intangible assets		32			29
Non-cash stock-based compensation		8			7
Gain on disposal of assets, net		-			(2	)
Miscellaneous income, net		(8	)		(1	)
Interest expense		117			118
Gain on early extinguishment of debt		-			(1	)
Income tax benefit		(8	)		(15	)
Adjusted EBITDA	$	154		$	160

Supplemental Information:
Amortization of deferred loan costs	$	4		$	4
Preferred stock dividends	$	13		$	13
Common stock dividends	$	8		$	8
Purchases of property and equipment	$	19		$	15

Calculation of Consolidated Total Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and Consolidated Secured Net Leverage Ratio, as each is defined in our Senior Credit Agreement (Unaudited):

	Eight Quarters Ended
	March 31, 2026
	(in millions)

Net income	$	183
Adjustments to reconcile from net income to Leverage Ratio
Denominator as defined in our 2019 Senior Credit Facility:
Depreciation		274
Amortization of intangible assets		230
Non-cash stock-based compensation		46
Non-cash 401(k) expense		-
Loss on disposal of assets, net		-
Gain on disposal of investment, not in the ordinary course		2
Interest expense		961
Gain on early extinguishment of debt		(24	)
Income tax expense		50
Impairment of investments, goodwill and other intangible assets		74
Amortization of program broadcast rights		55
Payments for program broadcast rights		(55	)
Pension expense		2
Contributions to pension plans		-
Adjustments for unrestricted subsidiaries		37
Adjustments for stations acquired or divested, financings and expected synergies during the eight quarter period		25
Specified Transaction Costs and Expenses		10
Total eight quarters ended March 31, 2026	$	1,870

Leverage Ratio Denominator (total eight quarters ended March 31, 2026, divided by 2)	$	935

	March 31, 2026
	(dollars in millions)

Total outstanding principal secured by a first lien	$	2,649
Cash		(259	)
Consolidated First Lien Net Debt	$	2,390
Consolidated First Lien Net Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1)		2.56

Total outstanding principal secured by a lien	$	3,805
Cash		(259	)
Consolidated Secured Net Debt	$	3,546
Consolidated Secured Net Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) (2)		3.79

Total outstanding principal, including current portion	$	5,809
Letters of credit outstanding		5
Cash		(259	)
Consolidated Total Net Debt	$	5,555
Consolidated Total Net Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00)		5.94

	March 31,		December 31,
	2026		2025
Assets:
Current assets:
Cash	$	259	$	368
Accounts receivable, net		178		205
Current portion of program broadcast rights, net		11		17
Income tax refunds receivable		1		6
Prepaid income taxes		43		35
Prepaid and other current assets		31		25
Total current assets		523		656

Property and equipment, net		1,504		1,509
Operating lease right of use asset		64		66
Broadcast licenses		5,368		5,309
Goodwill		2,651		2,642
Other intangible assets, net		128		157
Investment in broadcasting and technology companies		32		37
Deferred pension assets		21		21
Other		28		43
Total assets	$	10,319	$	10,440

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	130	$	144
Employee compensation and benefits		82		103
Accrued interest		103		151
Other accrued expenses		60		47
Federal and state income taxes		5		5
Current portion of program broadcast obligations		11		18
Deferred revenue		21		20
Dividends payable		15		16
Current portion of operating lease liabilities		10		10
Current portion of long-term debt		-		2
Total current liabilities		437		516

Long-term debt, less current portion and deferred financing costs		5,746		5,742
Deferred income taxes		1,300		1,300
Operating lease liabilities, less current portion		57		59
Other		16		18