gtn20250630

gtn20250630_8k.htm

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)	(Commission File Number)	(IRS Employer Identification No.)

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

404-504-9828

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On July 8, 2025, Gray Media, Inc. (the “Company”) issued a press release (the “Press Release”) announcing an update to its financial guidance for the quarter ended June 30, 2025, along with certain other developments that occurred during the quarter. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in and incorporated into this Item 2.02 of this Current Report on Form 8-K is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 8.01

Other Events.

Notes Offering

On July 8, 2025, the Company issued a press release (the “Launch Press Release”) announcing that it, subject to market conditions, had commenced an offering of $750 million aggregate principal amount of senior secured second lien notes due 2032 (the “Notes”), in an offering that is exempt from the registration requirements of the Securities Act. The Notes are being offered, together with borrowings under the Company’s revolving credit facility, to (i) redeem all of the Company’s outstanding 7.000% senior notes due 2027 (the “2027 Notes”), (ii) repay a portion of the Company’s term loan F due June 4, 2029, and (iii) pay fees and expenses in connection with the offering.

A copy of the Launch Press Release, which was issued in connection with the offering and pursuant to and in accordance with Rule 135c under the Securities Act, is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Neither the Launch Press Release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the Notes. The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Redemption

On July 8, 2025, the Company also issued a conditional notice of redemption to the holders of the 2027 Notes (the “2027 Notes Redemption”), notifying such holders that the Company intends to redeem all of the 2027 Notes on July 18, 2025. The 2027 Notes Redemption is conditioned upon the consummation of offering of Notes discussed above. If redeemed, the 2027 Notes will be redeemed at 100.000% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

This Current Report on Form 8-K does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the 2027 Notes.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

99.1	Press Release issued by Gray Media, Inc. on July 8, 2025

99.2	Launch Press Release issued by Gray Media, Inc. on July 8, 2025

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gray Media, Inc.

July 8, 2025	By:	/s/ Jeffrey R. Gignac
		Name: Jeffrey R. Gignac
		Title: Executive Vice President and Chief Financial Officer

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.

Updated Guidance for the Quarter Ended June 30, 2025

We have not completed the process to finalize our financial results for the quarter ended June 30, 2025. Nevertheless, based upon our current forecasts and internal estimates for the quarter, we currently anticipate the following financial results, as outlined below in approximate ranges and as compared to the quarter ended June 30, 2024. This guidance and our internal estimates have not been subject to our normal financial closing and financial statement preparation processes, and as a result our actual results could be different and those differences could be material. In addition, the following information should not be used to draw any inferences regarding financial or operating results or data that is not described below:

	Quarter Ended
			June 30, 2025
	June 30, 2024		(Guidance Updated)
	(Actual)		Low		High
	(in millions)
Revenue (less agency commissions):
Core advertising	$	373	$	360	$	362
Political		47		8		9
Retransmission consent		371		368		369
Production companies		18		18		19
Other		17		15		16
Total revenue	$	826	$	769	$	775

Operating expenses (excluding depreciation, amortization and loss on disposal of assets):
Broadcasting:
Station expenses	$	331	$	332	$	335
Network affiliation fees		233		233		235
Non-cash stock-based compensation		1		-		-
Total broadcasting expense	$	565	$	565	$	570

Production companies	$	14	$	19	$	20

Corporate and administrative:
Corporate expenses	$	23	$	20	$	25
Non-cash stock-based compensation		5		5		5
Total corporate and administrative expense	$	28	$	25	$	30

4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.graymedia.com

This updated guidance includes the impact of recent market conditions as well as the developments described below.

Debt Repurchase and Amortization Payments

In June 2025, Gray repurchased $7.7 million in aggregate principal amount of its outstanding 5.875% senior notes due 2026. In addition, during June 2025, Gray made amortization payments of $11.25 million on its Term Loan D due 2028 and $3.75 million on its Term Loan F due 2029 that collectively satisfy all required mandatory amortization obligations on these term loans through December 31, 2025. These actions result from our ongoing commitment to strengthen our balance sheet and enhance our financial flexibility.

Non-Cash Impairment Charge Related to WANF

Gray expects to record a non-cash impairment charge of approximately $29 million in the second quarter of 2025, related to intangible assets associated with its Atlanta station, WANF. This charge results from WANF ceasing its CBS network affiliation effective August 16, 2025, and operating as an independent station thereafter, as previously announced. The impairment charge is expected to be reflected in Gray’s second quarter financial statements and is not expected to have a material impact on Gray’s ongoing operations or liquidity.

Forward-Looking Statements:

This press release contains certain forward-looking statements that are based largely on our current expectations and reflect various estimates and assumptions by us, including with respect to financial results for the quarter ended June 30, 2025. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include: estimates of future revenue, future expenses, future capital expenditures, future income tax payments and other future events. We are subject to additional risks and uncertainties described in our quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained therein, which reports are made publicly available via our website, www.graymedia.com. Any forward-looking statements in this press release should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2024, and may be contained in reports subsequently filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.

About Gray Media:

Gray Media, Inc. (NYSE: GTN) is a multimedia company headquartered in Atlanta, Georgia. The company is the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37 percent of US television households. The portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station during 2024, as well as the largest Telemundo Affiliate group with 44 markets. The company also owns Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Gray’s additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. For more information, please visit www.graymedia.com.

Gray Contacts:

Jeffrey R. Gignac, Executive Vice President and Chief Financial Officer, 404-504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

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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 registration requirements of the Securities Act of 1933 (the “Securities Act”).

In connection with the offering of notes, Gray expects to (i) increase the aggregate commitments under our revolving credit facility by $50 million, resulting in aggregate commitments under the revolving credit facility of $750 million and (ii) extend the maturity date of our revolving credit facility from December 1, 2027 to December 1, 2028 (the “Revolver Amendment”). The closing of this offering of notes is not conditioned on the closing of the Revolver Amendment, but the closing of the Revolver Amendment is conditioned on the closing of this offering. The completion of the Revolver Amendment is also subject to customary closing conditions and there can be no assurance as to whether or when the Revolver Amendment may be completed, if at all.

Gray intends to use the net proceeds of the offering, together with borrowings under Gray’s revolving credit facility, to (i) redeem all of Gray’s outstanding 7.000% senior notes due 2027 (the “2027 Notes”), (ii) repay a portion of Gray’s term loan F due June 4, 2029, and (iii) pay fees and expenses in connection with the offering.

The notes will be guaranteed, jointly and severally, on a senior secured second lien basis, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.

The notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute a notice of redemption with respect to the 2027 Notes or an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-Looking Statements:

This press release contains certain forward-looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “intend,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond Gray’s control, include Gray’s ability to consummate the offering of notes, the Revolver Amendment or the redemption, the intended use of proceeds of the offering, and other future events. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein, which reports are made publicly available via its website, www.graymedia.com. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.

4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.graymedia.com

Gray Contacts:

Jeffrey R. Gignac, Executive Vice President and Chief Financial Officer, 404-504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

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