8-K
Gray Media, Inc (GTN)
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 12, 2025 (December 12, 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbols(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 1.01 | Entry into a Material Definitive Agreement. |
|---|
On December 12, 2025, Gray Media, Inc. (“Gray”, “we” or the “Company”) issued $250,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 (the “Additional Notes”) to certain accredited investors (the “Purchasers”) pursuant to certain purchase agreements, dated December 5, 2025, by and among the Company, the guarantors party thereto and the Purchasers. The Additional Notes were issued pursuant to a supplemental indenture (the “Supplemental Indenture”), dated as of December 12, 2025, to that certain indenture, dated as of July 18, 2025, between Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Trustee”) (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”).
The Additional Notes were issued at 102.000% of par plus accrued interest from and including July 18, 2025. The Additional Notes were offered and sold in a private transaction in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder.
The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the $900,000,000 aggregate principal amount of the Company’s 9.625% Senior Secured Second Lien Notes due 2032 (the “Existing Notes” and, together with the Additional Notes, the “Notes”), which were issued under the Base Indenture on July 18, 2025. The Additional Notes have substantially identical terms to the Existing Notes.
The net proceeds from the Additional Notes are being used (i) to redeem a portion of the Company’s outstanding 10.500% Senior Secured First Lien Notes due 2029 (the “2029 Notes”), (ii) to pay fees and expenses in connection with the offering, and (iii) for general corporate purposes.
The terms of the Notes are governed by the Indenture. The Indenture contains covenants that limit the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into certain transactions with affiliates of the Company; (iv) enter into certain transactions that restrict distributions from restricted subsidiaries; (v) sell or otherwise dispose of assets; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.
The Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding series of notes, as applicable, issued under such Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the applicable series of notes.
The Notes mature on July 15, 2032. Interest accrues on the Notes from July 18, 2025, and is payable semiannually, on January 15 and July 15 of each year, beginning on January 15, 2026. We may redeem some or all of the Notes at any time after July 15, 2028 at redemption prices specified in the Indenture. We may also redeem up to 40% of the aggregate principal amount of the Notes at 109.625% prior to July 15, 2028 using the net cash proceeds from certain equity offerings, provided, however, that at least 60% of the aggregate principal amount of the Notes originally issued on July 18, 2025 remains outstanding immediately after such redemption. In addition, we may redeem some or all of the Notes at any time prior to July 15, 2028 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a make whole premium set forth in the Indenture. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the Notes.
The Notes and related guarantees are Gray’s and the guarantors’ senior secured second lien obligations. The Notes and guarantees:
| ● | rank pari passu in right of payment to all of Gray’s and the guarantors’ existing and future senior, unsubordinated debt; |
|---|---|
| ● | are senior in right of payment to all of Gray’s and the guarantors’ future subordinated debt; |
| --- | --- |
| ● | are effectively subordinated to any of Gray’s or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting collateral to the extent of the value of such assets; |
| --- | --- |
| ● | are effectively junior to all of Gray’s existing and future debt that is secured by a lien that is senior to the Notes to the extent of the value of the collateral; and |
| --- | --- |
| ● | are effectively senior to all existing and future debt that is either unsecured or secured by a lien that is junior to the lien securing the Notes and the guarantees, in each case to the extent of the value of the collateral. |
| --- | --- |
A copy of the Supplemental Indenture is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 4.2 and is incorporated by reference herein. The Base Indenture and the Form of Notes have been previously filed with the SEC as Exhibits 4.1 and 4.2, respectively, to Gray’s Current Report on Form 8-K filed on July 18, 2025 and are incorporated by reference as if fully set forth within. The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the complete text of the Indenture.
Certain of the Purchasers (or their affiliates) may hold positions in our 2029 Notes and thereby will receive a portion of the net proceeds in this offering that are used to redeem the 2029 Notes.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
The information contained in Item 1.01 above is hereby incorporated by reference.
| Item 8.01 | Other Events. |
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On December 12, 2025, Gray issued a press release (the “Press Release”) announcing the sale and issuance of the Additional Notes. A copy of the Press Release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gray Media, Inc. | |||
|---|---|---|---|
| December 12, 2025 | By: | /s/ Jeffrey R. Gignac | |
| Name: | Jeffrey R. Gignac | ||
| Title: | Executive Vice President and<br><br> <br>Chief Financial Officer |
ex_898198.htm
Exhibit 4.2
Execution Version
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 12, 2025 among Gray Media, Inc., a Georgia corporation (the “Company”), the Subsidiary Guarantors (as defined in the Base Indenture (as defined below)) and U.S. Bank Trust Company, National Association, a national banking association under the laws of the United States of America, as trustee under the Indenture (defined below) (the “Trustee”) to the Base Indenture.
WITNESSETH:
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are party to an indenture, dated as of July 18, 2025 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company of its 9.625% Senior Secured Second Lien Notes due 2032;
WHEREAS, pursuant to and on the date of the Base Indenture, the Company initially issued $900,000,000 aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2025 (the “Existing Notes”);
WHEREAS, Section 2.15 of the Base Indenture provides that, without the consent of Holders of any notes, the Company may, from time to time and in accordance therewith, create and issue Additional Notes (as defined in the Base Indenture) under the Base Indenture;
WHEREAS, the Company wishes to issue an additional $250,000,000 aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 as Additional Notes (the “New Notes”);
WHEREAS, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to the execution and delivery of this Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree as follows:
1. Defined Terms. Defined terms used herein without definition shall have the meanings assigned to them in the Base Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Supplemental Indenture on December 12, 2025 is $250,000,000.
3. Terms of New Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall:
| a. | be issued as part of the existing series of Existing Notes under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase; |
|---|---|
| b. | be issued on December 12, 2025 at a purchase price of 102% of the principal amount, and will accrue interest from July 18, 2025; |
| --- | --- |
| c. | be issuable in whole in the form of one or more Global Notes to be held by the Depository and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture; and |
| --- | --- |
| d. | bear the CUSIP number of 389375 AN6 and ISIN of US389375AN64. |
| --- | --- |
4. Ratification of Base Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Base Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
6. Trustee Assumes No Duties, etc. and Makes No Representation. The Trustee assumes no duties, responsibilities or liabilities under this Supplemental Indenture other than as set forth in the Base Indenture. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages to Follow]
| GRAY MEDIA, INC. | |
|---|---|
| By: | /s/ Jeffrey R. Gignac |
| Name: Jeffrey R. Gignac | |
| Title: Executive Vice President, Chief<br><br> <br>Financial Officer | |
| DYNAMIC CAPTIONING LLC,<br><br> <br>GRAY TELEVISION LICENSEE, LLC,<br><br> <br>POWERNATION STUDIOS, LLC,<br><br> <br>RAYCOM SPORTS NETWORK, LLC, and<br><br> <br>TUPELO MEDIA GROUP, LLC,<br><br> <br>as Guarantors | |
| --- | --- |
| By: | /s/ Jeffrey R. Gignac |
| Name: Jeffrey R. Gignac<br> Title: Treasurer | |
| GRAY LOCAL MEDIA, INC.,<br><br> <br>as Guarantor | |
| --- | --- |
| By: | /s/ Jeffrey R. Gignac |
| Name: Jeffrey R. Gignac<br> Title: Executive Vice President, Chief<br><br> <br>Financial Officer |
[Signature Page to First Supplemental Indenture]
| U.S. BANK TRUST COMPANY, NATIONAL<br><br> <br>ASSOCIATION, as Trustee | |
|---|---|
| By: | /s/ Felicia H. Powell |
| Name: Felicia H. Powell<br> Title: Vice President | |
| U.S. BANK TRUST COMPANY, NATIONAL<br><br> <br>ASSOCIATION, as Notes Collateral Agent | |
| --- | --- |
| By: | /s/ Felicia H. Powell |
| Name: Felicia H. Powell<br> Title: Vice President |
[Signature Page to First Supplemental Indenture]
ex_898199.htm
Exhibit 99.1
NEWS RELEASE
Gray Announces Closing of Offering of $250 Million of Additional 9.625% Senior Secured Second Lien Notes due 2032
Atlanta, Georgia – December 12, 2025. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $250,000,000 aggregate principal amount of additional 9.625% senior secured second lien notes due 2032 (the “Additional Notes”) pursuant to Purchase Agreements, dated December 5, 2025 (the “Purchase Agreements”), by and among Gray, the guarantors party thereto and the purchasers named therein. The Additional Notes were issued at 102.000% of par plus accrued interest from and including July 18, 2025. The Additional Notes are part of the same issuance of, and will rank equally and form a single series with, the $900,000,000 aggregate principal amount of Gray’s 9.625% senior secured second lien notes due 2032 that were issued on July 18, 2025 (the “Existing Notes,” and, together with the Additional Notes, the “Notes”).
The net proceeds from the Additional Notes are being used (i) to redeem a portion of Gray’s 10.500% senior secured first lien notes due 2029, (ii) to pay fees and expenses in connection with the offering, and (iii) for general corporate purposes.
The Notes are 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.
Interest on the Notes accrues from July 18, 2025 and is payable semiannually, on January 15 and July 15 of each year, commencing January 15, 2026. The Notes mature on July 15, 2032.
The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Notes were offered and sold in a private transaction in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and the provisions of Regulation D thereunder.
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 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.
Gray Contacts:
Jeffrey R. Gignac, Executive Vice President, Chief Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333