Annual Report of Employee Stock Purchase/Savings Plan (Form 11-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

For the fiscal year ended December 31, 2025

OR

For the transition period from to .

Commission file numbers

Gray Media 401(k) Savings Plan

(Formerly, Gray Television, Inc. Capital Accumulation Plan)

Gray Media, Inc.

4370 Peachtree Rd. NE

Atlanta, Georgia

Gray Media 401(k) Savings Plan

Statements of Net Assets Available for Benefits

December 31, 2025 and 2024

See accompanying .

2

Gray Media 401(k) Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2025

See accompanying .

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Gray Media 401(k) Savings Plan

Notes to Financial Statements

1. Description of the Plan

The following description of the Gray Media 401(k) Savings Plan (the "Plan") provides only general information.

Reference should be made to the Plan document for a more complete description of the Plan's provisions.

General

The Plan was established and made effective October 1, 1994, for the administration and allocation of contributions by Gray Media, Inc. (the "Company" or the "Employer"), and to encourage eligible employees to defer a part of their current income to provide for their retirement, death, or disability under the provisions of Section 401(k) of the Internal Revenue Code. The Plan covers all employees of the Company and its subsidiaries. An employee is eligible to participate in the Plan beginning the first of the month following or coinciding with the date that he has completed 500 hours of service during his initial six months of employment. If an employee does not complete 500 hours of service during his initial six months of employment, then he is eligible to participate beginning the first of the month following or coinciding with the date he has completed one year of service. For acquired stations, the Company will determine eligibility for participation based on information in the buy/sell agreement. If no information is provided, the Company will honor previous service to determine eligibility into the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company is the Plan's sponsor. The Employee Benefits Committee is the Plan Administrator. Empower Trust Company serves as the Plan's trustee. Empower Retirement ("Empower"), a subsidiary of Empower Trust Company, LLC, serves as the Plan's custodian and recordkeeper.

On October 31, 2023, The Anchor and Reporter Units Collective Bargaining Agreement (2023 - 2025) was ratified. Eligible bargaining unit employees shall receive Gray's 401(k) benefit at the levels that exist on April 1, 2023.

Contributions

The Plan was amended and restated as of December 1, 2020, to add Roth and contribution features, to allow for Roth conversions, make certain other clarifying changes. The Plan allows participants to make contributions up to 100% of their compensation as contributions, and beginning December 1, 2020 as Roth and/or contributions. If no deferral election is made, the participant shall be automatically enrolled in the Plan and will be deemed to have authorized the Company to defer 3% of the participant's compensation to the Plan on a basis. Contribution percentages auto escalate by 1% each year if a participant does not change the contribution percentage from the default percentage. Employees may elect to opt out from being automatically enrolled in the Plan. Participants may change their deferral percentages daily. Participants who have attained age 50 before the end of the Plan year are eligible to make contributions, which may also be made as Roth contributions beginning December 1, 2020. Participants may also contribute amounts representing distributions from other qualified defined contribution plans.

Participants' contributions and contributions for employees 50 and older on a and/or Roth basis are limited by the Internal Revenue Code Section 402(g)(1) to $23,500 and $7,500, respectively, in 2025. In addition, total annual additions to a participant's account shall not exceed the lesser of $70,000 or 100% of a participant's annual compensation. Contributions by highly compensated employees are subject to additional restrictions.

Effective as of January 1, 2025, a Qualified Automatic Contribution Arrangement (QACA) Matching Contribution shall be made on behalf of each Participant for the Plan Year equal to100 percent (100%) of each Participant's Deferred Compensation up to three percent (3%) of Compensation, and fifty percent (50%) of each Participant's Deferred Compensation that exceeds three percent (3%) but does not exceed five percent (5%) of Compensation. For employees covered by collective bargaining agreements, the matching contribution amount may vary depending on the terms of the agreement. A matching contribution is made for participants who reached the contribution limit within the plan year. matching contributions are issued after the end of the plan year but no later than September 15th of the following plan year.

The Employer may also elect to make a discretionary profit-sharing contribution, as determined by a declaration of its Board of Directors, to each active participant's account based on such participant's years of service and eligible compensation during the year.

For the year ended December 31, 2025, the Employer did not elect to make a discretionary profit-sharing contribution.

Investment Options

Participants may direct their contributions, Employer contributions, and any related earnings into investment options sponsored by the

Plan. The Plan currently offers mutual funds, one stable value fund, two collective trust funds, a self-directed brokerage account, and Employer common stock as investment options for participants. Participants may change their investment elections daily by phone or via the internet.

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Gray Media 401(k) Plan

Notes to Financial Statements

Participant Accounts

Each participant's account is credited with the participant's contributions and allocations of the Employer's QACA matching and discretionary profit-sharing contributions and Plan earnings, and charged with an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings (losses) or account balances, as defined in the Plan. The benefit to which a participant is entitled is the participant's vested account balance.

Vesting

Participants are immediately vested in their voluntary contributions plus the actual earnings thereon. Employer QACA matching contributions are 100% vested after 2 years. Discretionary profit-sharing contributions are 100% vested after 3 years. Forfeitures may be used to reduce future Employer contributions, including contributions, fund Qualified Employer Contributions ("QNECs"), and/or pay Plan administrative expenses. As of December 31, 2025 and 2024, the Company had $687,779 and $423,541 respectively, of forfeitures available for use. For the year ended December 31, 2025 and 2024, the Company used $305,573 and $346,658, respectively, in forfeitures to offset funding contributions.

Payment of Benefits

Upon retirement, death, disability, or termination of employment, a participant, or designated beneficiary, may elect to receive the vested balance in the participant's account in the form of a single cash payment or a rollover to another retirement plan. In the event that the participant's account balance is less than $1,000, the Plan Administrator may make a single payment without the election or request of the participant. If a participant's vested account balance exceeds $1,000 but does not exceed $5,000, the Plan Administrator may make a direct rollover to an individual retirement account (IRA) if the participant does not make an election within a designated time period.

Notes Receivable From Participants

Participants may borrow from their account subject to the adoption of a written loan agreement and approval of the participant's application. The maximum loan amount is the lesser of (a) $50,000 minus the highest outstanding loan balance in the period prior to the loan request or (b) the greater of of a participant's vested account balance and $10,000, with a minimum loan amount of $1,000. A participant may not have more than one loan outstanding at a time. Loans are repayable through payroll deductions over periods ranging up to five years, unless the loan qualifies as a principal residence loan in which case the repayment period may be longer. The interest rate is determined by the Plan Administrator based on prevailing market conditions and is fixed over the life of the note. The loan interest rate is equal to the prime rate for major banks, as published in The Wall Street Journal on the date the loan is approved, plus one percent. The interest rates on outstanding participant notes as of December 31, 2025 and 2024 ranged from 3.25% to 9.50%.

2. Accounting Policies

Basis of Accounting

The Plan's financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are presented on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions in net assets available for benefits during the reported period. Actual results could differ from these estimates.

Payments of Benefits

Benefits are recorded when paid.

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Gray Media 401(k) Plan

Notes to Financial Statements

Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Benefits Administration Committee determines the Plan's valuation policies utilizing information provided by the investment custodians and insurance company. See Note 3 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the date. Interest is recorded on an accrual basis. Realized gains and losses on sales of investments are determined on the basis of average cost. Net appreciation in fair value of investments includes the Plan's gains and losses on investments bought and sold as well as held during the year. Net realized and unrealized gains and losses are reflected in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amount reported in the statement of net assets available for benefits.

The number of shares of Gray Media, Inc. common stock contributed to the Plan by the Employer is determined using the most recent closing price per share on the contribution date as reported on the New York Stock Exchange.

Contributions

Employer contributions are accrued in the period in which they become obligations of the Company. The amount is determined in accordance with the provisions of the Plan as approved by the Company's Board of Directors. Contributions from participants are made on a voluntary basis and are recorded in the year in which the participants' related compensation was earned. All participant and Employer contributions are participant-directed. Participant contributions in excess of amounts allowed by regulation are recorded as a liability with a corresponding reduction of contributions in the Statement of Changes in Net Assets Available for Benefits. There were no excess contributions as of December, 31 2025 or 2024.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. If a participant ceases to make loan payments, participant loans in default are reclassified as distributions based upon the terms of the Plan document.

Administrative Expenses

The Employer pays all administrative expenses of the Plan except for certain contract administrative and trustee fees. Such charges not paid by the Employer and not covered by Plan forfeitures are applied directly to the accounts of the participants and are classified as administrative expenses in the statement of changes in net assets available for benefits. Certain investment advisory fees are paid by the Plan and included in net appreciation in fair value of investments of the related fund as they are paid through a revenue sharing agreement, rather than a direct payment. Administrative expenses paid by the Employer are not included in the financial statements of the Plan.

Subsequent Events

In 2025, Gray Media, Inc. entered into agreements with Block Communications, Inc., Allen Media Group, Inc, and Bahakel Communications, Ltd., to acquire various television stations. Upon completion, these transactions will increase the number of employees eligible to participate in the Plan and, therefore, the assets of the Plan. The closing of these transactions took place in 2026. Employees of these acquiring stations were eligible to join the Gray Media 401(k) Savings Plan effective as of the closing date of each respective transaction. Rollover of assets will be reported in 2026.

In 2025, Gray Media, Inc. entered into agreement with E.W. Scripps Company to swap various television stations. Upon completion, this transaction will both increase participation in the plan by the acquiring stations while also decreasing eligible participation in the Plan by the divesting stations. Rollover and distribution of assets will be reported in 2026.

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Gray Media 401(k) Savings Plan

Notes to Financial Statements

3. Fair Value Measurements and Investments

The Plan measures certain assets and liabilities at fair value, which are classified by the FASB Codification within the fair value hierarchy as level 1, 2, or 3, on the basis of whether the measurement employs observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Plan's own assumptions and consider information about readily available market participant assumptions.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The use of different market assumptions or methodologies could have a material effect on the fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value. There were no changes in the

methodologies used at December 31, 2025 and 2024.

: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

: Valued at the closing price reported on the active market on which the individual securities are traded.

: The fair values of participation units held in the collective trust are based on the net asset values per unit (practical expedient) as reported by the fund managers and in the audited financial statements of the fund. The fund provides for daily redemptions by the Plan at reported net asset value per share for participant transactions.

: Accounts primarily consist of common stocks and mutual funds that are valued on the basis of readily determinable market prices.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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Gray Media 401(k) Plan

Notes to Financial Statements

3. Fair Value Measurements and Investments (Continued)

The following tables set forth the fair value hierarchy of the Plan's assets at fair value as of December 31, 2025 and 2024:

The following table summarizes the plan's investment in the stable value fund and collective trust funds, which uses NAV per share to measure fair value as a practical expedient for the periods presented:

To assess the appropriate classification of investments within the fair value hierarchy, the availability of market data is monitored. Changes in economic condition or valuation techniques may require the transfer of investments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. The Plan evaluates the significance of transfers between levels based upon the nature of the investment and size of the transfer to total net assets available for benefits. For the year ended December 31, 2025 and 2024, there were no transfers between levels 1, 2 and 3.

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Table of Contents

		2025				2024
Net assets available for benefits per the financial statements		$	764,305,717			$	658,335,629
Current year employer contributions receivable			(454,852	)			(1,153,891	)
Deemed distributions			(63,840	)			(61,549	)
Pending Settlement			1,946				-
Net assets per the Form 5500		$	763,788,971			$	657,120,189

		2025				2024
Investments per the financial statements		$	754,812,944			$	648,984,825
Deemed distributions			(63,840	)			(61,549	)
Notes receivable from participants			9,037,921				8,196,913
Pending Settlement			1,946				-
Investments per the Form 5500		$	763,788,971			$	657,120,189

Increase in net assets available for benefits per the financial statements		$	105,970,088
Current year deemed distributions			(63,840	)
Prior year deemed distributions			61,549
Current year employer contributions receivable			(454,852	)
Pending Settlement			1,946
Prior year employer contributions receivable			1,153,891
Net income per the Form 5500		$	106,668,782

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