Gray Announces Private Offering of Senior Secured First Lien Notes (Form 8-K)

Gray Announces Private Offering of Senior Secured First Lien Notes

Atlanta, Georgia - August 17, 2026. . . 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 first lien notes due 2034, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act").

Gray intends to use the net proceeds of the offering to (i) redeem a portion of Gray's outstanding 10.500% senior secured first lien notes due 2029 (the "2029 Notes"), (ii) repay a portion of our outstanding borrowings under Gray's revolving credit facility, and (iii) pay fees and expenses in connection with the offering.

The notes will be guaranteed, jointly and severally, on a senior secured first 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.