GTN 10-Q Quarterly Report Sept. 30, 2025

GRAY TELEVISION INC

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gtn20250930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025 or

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________ .

Commission file number 1-13796

Gray Media, Inc.

(Exact name of registrant as specified in its charter)


Georgia		58-0285030
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

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, former address and former fiscal year, if changed since last report.)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock (No Par Value)		Class A Common Stock (No Par Value)
92,500,245 shares outstanding as of October 31, 2025		9,586,408 shares outstanding as of October 31, 2025

INDEX

GRAY MEDIA, INC.

PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements

	Condensed consolidated balance sheets (Unaudited) - September 30, 2025 and December 31, 2024	3

	Condensed consolidated statements of operations (Unaudited) - three-months and nine-months ended September 30, 2025 and 2024	5

	Condensed consolidated statements of comprehensive (loss) income (Unaudited) – three-months and nine-months ended September 30, 2025 and 2024	6

	Condensed consolidated statements of stockholders' equity (Unaudited) – three-month periods ended March 31, June 30, and September 30, 2025 and 2024	7

	Condensed consolidated statements of cash flows (Unaudited) - nine-months ended September 30, 2025 and 2024	9

	Notes to condensed consolidated financial statements (Unaudited)	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

SIGNATURES		40

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

GRAY MEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

	September 30,		December 31,
	2025		2024
Assets:
Current assets:
Cash	$	182	$	135
Accounts receivable, net		204		337
Current portion of program broadcast rights, net		25		17
Income tax refund receivable		6		6
Prepaid income taxes		40		25
Prepaid and other current assets		28		21
Total current assets		485		541

Property and equipment, net		1,532		1,577
Operating leases right of use asset		68		69
Broadcast licenses		5,310		5,311
Goodwill		2,642		2,642
Other intangible assets, net		180		290
Investments in broadcasting and technology companies		56		66
Deferred pension assets		21		19
Other		27		27
Total assets	$	10,321	$	10,542

See notes to condensed consolidated financial statements.

GRAY MEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except for share data)

	September 30,			December 31,
	2025			2024
Liabilities and stockholders ’ equity:
Current liabilities:
Accounts payable	$	18		$	75
Employee compensation and benefits		95			111
Accrued interest		103			112
Accrued network programming fees		105			79
Other accrued expenses		110			53
Federal and state income taxes		7			5
Current portion of program broadcast obligations		25			18
Deferred revenue		28			29
Dividends payable		16			15
Current portion of operating lease liabilities		10			10
Current portion of long-term debt		2			20
Total current liabilities		519			527

Long-term debt, less current portion and deferred financing costs		5,608			5,601
Deferred income taxes		1,310			1,347
Operating lease liabilities, less current portion		61			62
Other		15			72
Total liabilities		7,513			7,609

Commitments and contingencies (Note 10)

Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 650,000 shares, at each date and $ 650 aggregate liquidation value, at each date		650			650

Stockholders’ equity:
Common stock, no par value; authorized 200,000,000 shares, issued 113,779,383 shares and 111,166,022 shares, respectively outstanding 92,500,245 shares and 90,768,247 shares, respectively		1,208			1,198
Class A common stock, no par value; authorized 25,000,000 shares, issued 12,198,808 shares and 11,237,386 shares, respectively outstanding 9,586,408 shares and 8,814,187 shares, respectively		64			57
Retained earnings		1,237			1,375
Accumulated other comprehensive loss, net of income tax benefit		( 28	)		( 30	)
		2,481			2,600
Treasury stock at cost, common stock, 21,279,138 shares and 20,397,775 shares, respectively		( 288	)		( 284	)
Treasury stock at cost, class A common stock, 2,612,400 shares and 2,423,199 shares, respectively		( 35	)		( 33	)
Total stockholders’ equity		2,158			2,283
Total liabilities and stockholders’ equity	$	10,321		$	10,542

See notes to condensed consolidated financial statements.

GRAY MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except for per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Revenue (less agency commissions):
Broadcasting	$	724		$	924		$	2,233		$	2,531
Production companies		25			26			70			68
Total revenue (less agency commissions)		749			950			2,303			2,599
Operating expenses before depreciation, amortization, impairment and (gain) loss on disposal of assets, net:
Broadcasting		542			571			1,682			1,719
Production companies		22			22			62			57
Corporate and administrative		28			24			85			80
Depreciation		33			36			99			108
Amortization of intangible assets		23			31			80			94
Impairment of intangible assets		-			-			28			-
(Gain) loss on disposal of assets, net		( 1	)		16			( 9	)		15
Operating expenses		647			700			2,027			2,073
Operating income		102			250			276			526
Other (expense) income:
Miscellaneous (expense) income, net		( 3	)		2			( 2	)		114
Interest expense		( 120	)		( 130	)		( 355	)		( 363	)
(Loss) gain from early extinguishment of debt		( 7	)		6			( 6	)		( 1	)
(Loss) income before income taxes		( 28	)		128			( 87	)		276
Income tax (benefit) expense		( 18	)		32			( 12	)		70
Net (loss) income		( 10	)		96			( 75	)		206
Preferred stock dividends		13			13			39			39
Net (loss) income attributable to common stockholders	$	( 23	)	$	83		$	( 114	)	$	167

Basic per share information:
Net (loss) income attributable to common stockholders	$	( 0.24	)	$	0.87		$	( 1.19	)	$	1.76
Weighted-average shares outstanding		97			95			96			95

Diluted per share information:
Net (loss) income attributable to common stockholders	$	( 0.24	)	$	0.86		$	( 1.19	)	$	1.74
Weighted-average shares outstanding		97			97			96			96
								.
Dividends declared per common share	$	0.08		$	0.08		$	0.24		$	0.24

See notes to condensed consolidated financial statements.

GRAY MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
(in millions)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Net (loss) income	$	( 10	)	$	96		$	( 75	)	$	206

Other comprehensive income (loss):
Adjustment - fair value of interest rate caps		-			( 6	)		( 2	)		( 9	)
Adjustment - pension liability		5			-			5			-
Income tax expense (benefit)		2			( 1	)		1			( 2	)
Other comprehensive income (loss), net		3			( 5	)		2			( 7	)

Comprehensive (loss) income	$	( 7	)	$	91		$	( 73	)	$	199

See notes to condensed consolidated financial statements.

GRAY MEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

(in millions, except for number of shares)

																								Accumulated
	Class A											Class A						Common						Other
	Common Stock				Common Stock				Retained			Treasury Stock						Treasury Stock						Comprehensive
	Shares		Amount		Shares		Amount		Earnings			Shares			Amount			Shares			Amount			Loss			Total

Balance at December 31, 2023		10,413,993	$	50		107,179,827	$	1,174	$	1,084			( 2,251,727	)	$	( 32	)		( 19,952,346	)	$	( 282	)	$	( 23	)	$	1,971

Net income		-		-		-		-		88			-			-			-			-			-			88

Preferred stock dividends		-		-		-		-		( 13	)		-			-			-			-			-			( 13	)

Common stock dividends		-		-		-		-		( 8	)		-			-			-			-			-			( 8	)

Issuance of common stock:
401(k) Plan		-		-		1,765,444		9		-			-			-			-			-			-			9
2022 Equity and Incentive Compensation Plan:
Restricted stock awards		823,393		-		1,126,296		-		-			( 142,895	)		( 1	)		( 146,470	)		( 1	)		-			( 2	)
Restricted stock unit awards		-		-		564,793		-		-			-			-			( 188,400	)		( 1	)		-			( 1	)

Stock-based compensation		-		2		-		4		-			-			-			-			-			-			6

Balance at March 31, 2024		11,237,386	$	52		110,636,360	$	1,187	$	1,151			( 2,394,622	)	$	( 33	)		( 20,287,216	)	$	( 284	)	$	( 23	)	$	2,050

Net income		-		-		-		-		22			-			-			-			-			-			22

Preferred stock dividends		-		-		-		-		( 13	)		-			-			-			-			-			( 13	)

Common stock dividends		-		-		-		-		( 8	)		-			-			-			-			-			( 8	)

Adjustment to fair value of interest rate cap, net of tax		-		-		-		-		-			-			-			-			-			( 2	)		( 2	)

Issuance of common stock:
2022 Equity and Incentive Compensation Plan:
Restricted stock awards		-		-		529,662		-		-			-			-			( 54,361	)		-			-			-

Stock-based compensation		-		2		-		4		-			-			-			-			-			-			6

Balance at June 30, 2024		11,237,386	$	54		111,166,022	$	1,191	$	1,152			( 2,394,622	)	$	( 33	)		( 20,341,577	)	$	( 284	)	$	( 25	)	$	2,055

Net income		-		-		-		-		96			-			-			-			-			-			96

Preferred stock dividends		-		-		-		-		( 13	)		-			-			-			-			-			( 13	)

Common stock dividends		-		-		-		-		( 8	)		-			-			-			-			-			( 8	)

Adjustment to fair value of interest rate cap, net of tax		-		-		-		-		-			-			-			-			-			( 5	)		( 5	)

Stock-based compensation		-		1		-		4		-			-			-			-			-			-			5

Balance at September 30, 2024		11,237,386	$	55		111,166,022	$	1,195	$	1,227			( 2,394,622	)	$	( 33	)		( 20,341,577	)	$	( 284	)	$	( 30	)	$	2,130

See notes to condensed consolidated financial statements.

GRAY MEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

(in millions, except for number of shares)

																								Accumulated
	Class A											Class A						Common						Other
	Common Stock				Common Stock				Retained			Treasury Stock						Treasury Stock						Comprehensive
	Shares		Amount		Shares		Amount		Earnings			Shares			Amount			Shares			Amount			Loss			Total

Balance at December 31, 2024		11,237,386	$	57		111,166,022	$	1,198	$	1,375			( 2,423,199	)	$	( 33	)		( 20,397,775	)	$	( 284	)	$	( 30	)	$	2,283

Net loss		-		-		-		-		( 9	)		-			-			-			-			-			( 9	)

Preferred stock dividends		-		-		-		-		( 13	)		-			-			-			-			-			( 13	)

Common stock dividends		-		-		-		-		( 8	)		-			-			-			-			-			( 8	)

Adjustment to fair value of interest rate cap, net of tax		-		-		-		-		-			-			-			-			-			( 1	)		( 1	)

Issuance of common stock:
2022 Equity and Incentive Compensation Plan:
Restricted stock awards		961,422		-		1,105,758		-		-			( 189,201	)		( 2	)		( 372,670	)		( 1	)		-			( 3	)
Restricted stock unit awards		-		-		1,163,515		-		-			-			-			( 377,291	)		( 2	)		-			( 2	)

Stock-based compensation		-		2		-		5		-			-			-			-			-			-			7

Balance at March 31, 2025		12,198,808	$	59		113,435,295	$	1,203	$	1,345			( 2,612,400	)	$	( 35	)		( 21,147,736	)	$	( 287	)	$	( 31	)	$	2,254

Net loss		-		-		-		-		( 56	)		-			-			-			-			-			( 56	)

Preferred stock dividends		-		-		-		-		( 13	)		-			-			-			-			-			( 13	)

Common stock dividends		-		-		-		-		( 8	)		-			-			-			-			-			( 8	)

Issuance of common stock:
2022 Equity and Incentive Compensation Plan:
Restricted stock awards		-		-		344,088		-		-			-			-			( 131,402	)		( 1	)		-			( 1	)

Stock-based compensation		-		3		-		2		-			-			-			-			-			-			5

Balance at June 30, 2025		12,198,808	$	62		113,779,383	$	1,205	$	1,268			( 2,612,400	)	$	(35	)		( 21,279,138	)	$	( 288	)	$	( 31	)	$	2,181

Net loss		-		-		-		-		( 10	)		-			-			-			-			-			( 10	)

Preferred stock dividends		-		-		-		-		( 13	)		-			-			-			-			-			( 13	)

Common stock dividends		-		-		-		-		( 8	)		-			-			-			-			-			( 8	)

Adjustment to pension liability, net of tax		-		-		-		-		-			-			-			-			-			3			3

Stock-based compensation		-		2		-		3		-			-			-			-			-			-			5

Balance at September 30, 2025		12,198,808	$	64		113,779,383	$	1,208	$	1,237			( 2,612,400	)	$	( 35	)		( 21,279,138	)	$	( 288	)	$	( 28	)	$	2,158

See notes to condensed consolidated financial statements.

GRAY MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)

	Nine Months Ended
	September 30,
	2025			2024
Operating activities:
Net (loss) income	$	( 75	)	$	206
Adjustments to reconcile net (loss) income to net cash provided by
Operating activities:
Depreciation		99			108
Amortization of intangible assets		80			94
Amortization of deferred loan costs		12			11
Amortization of stock-based compensation		17			17
Amortization of program broadcast rights		19			20
Payments on program broadcast obligations		( 20	)		( 22	)
Deferred income taxes		( 37	)		( 12	)
(Gain) loss on disposal of property and equipment, net		( 4	)		15
Gain on sale of investment		( 5	)		( 110	)
Loss from early extinguishment of debt		6			1
Impairment of other intangible assets		28			-
Other		11			( 2	)
Changes in operating assets and liabilities:
Accounts receivable, net		133			( 15	)
Income taxes receivable or prepaid		( 15	)		( 34	)
Other current assets		( 9	)		( 2	)
Accounts payable		( 58	)		( 6	)
Employee compensation, benefits and pension cost		( 15	)		( 14	)
Accrued network fees and other expenses		18			57
Accrued interest		( 9	)		56
Income taxes payable		2			( 13	)
Deferred revenue		( 1	)		28
Net cash provided by operating activities		177			383

Investing activities:
Purchases of property and equipment		( 65	)		( 103	)
Proceeds from asset sales		17			8
Proceeds from sale of investment		24			110
Investments in broadcast, production and technology companies		( 8	)		( 4	)
Other		( 2	)		( 1	)
Net cash (used in) provided by investing activities		( 34	)		10

Financing activities:
Proceeds from borrowings on long-term debt		1,855			2,025
Repayments of borrowings on long-term debt		( 1,858	)		( 2,257	)
Payments of common stock dividends		( 24	)		( 24	)
Payments of preferred stock dividends		( 39	)		( 39	)
Deferred and other loan costs		( 25	)		( 47	)
Payments of taxes related to net share settlement of equity awards		( 5	)		( 3	)
Net cash used in financing activities		( 96	)		( 345	)
Net increase in cash		47			48
Cash at beginning of period		135			21
Cash at end of period	$	182		$	69

See notes to condensed consolidated financial statements.

GRAY MEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.	Basis of Presentation

The accompanying condensed consolidated balance sheet of Gray Media, Inc. (and its consolidated subsidiaries, except as the context otherwise provides, “Gray Media,” “Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2024, which was derived from the Company’s audited financial statements as of December 31, 2024, and our accompanying unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine-month periods ended September 30, 2025 and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. We manage our business on the basis of two operating segments: broadcasting and production companies. Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by The Nielsen Company, LLC (“Nielsen”) and/or Comscore, Inc. (“Comscore”). While we believe this data to be accurate and reliable, we have not independently verified such data nor have we ascertained the underlying assumptions relied upon therein, and cannot guarantee the accuracy or completeness of such data. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Our financial condition as of, and operating results for the three and nine-months ended September 30, 2025, are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2025.

Overview. We are a multimedia company headquartered in Atlanta, Georgia. We are 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, as well as the largest Telemundo Affiliate group with 44 markets. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our 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.

Investments in Broadcasting, Production and Technology Companies. We have investments in several television, production and technology companies. We account for all material investments in which we have significant influence over the investee under the equity method of accounting. Upon initial investment, we record equity method investments at cost. The amounts initially recognized are subsequently adjusted for our appropriate share of the net earnings or losses of the investee. We record any investee losses up to the carrying amount of the investment plus advances and loans made to the investee, and any financial guarantees made on behalf of the investee. We recognize our share in earnings and losses of the investee as miscellaneous (expense) income, net in our condensed consolidated statements of operations. Investments are also increased by contributions made to and decreased by the distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as miscellaneous (expense) income, net in our condensed consolidated statements of operations.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our actual results could differ materially from these estimated amounts. Our most significant estimates are our allowance for credit losses in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies.

Earnings Per Share. We compute basic earnings per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share are computed by including all potentially dilutive common shares, including restricted shares, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive.

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three and nine-month periods ended September 30, 2025 and 2024, respectively (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Weighted-average shares outstanding-basic		97		95		96		95
Common stock equivalents for stock options and restricted stock		-		2		-		1
Weighted-average shares outstanding-diluted		97		97		96		96

Accumulated Other Comprehensive Loss. Our accumulated other comprehensive loss balances as of September 30, 2025 and December 31, 2024, consist of adjustments to our pension liability, the fair value of our interest rate caps and the related income tax effects. Our comprehensive income (loss) for the nine-month periods ended September 30, 2025 and 2024 consisted of the adjustment of the fair value of our pension asset and interest rate caps, net of tax, and net income. As of September 30, 2025 and December 31, 2024 the balances were as follows (in millions):

	September 30,			December 31,
	2025			2024

Accumulated balances of items included in accumulated other comprehensive loss:
Adjustment to pension liability	$	( 3	)	$	( 8	)
Adjustment to fair value of interest rate caps		( 33	)		( 31	)
Income tax benefit		( 8	)		( 9	)
Accumulated other comprehensive loss	$	( 28	)	$	( 30	)

Property and Equipment. Property and equipment are carried at cost, or in the case of acquired businesses, at fair value. Depreciation is computed principally by the straight-line method. The following table lists the components of property and equipment by major category (dollars in millions):

							Estimated
	September 30,			December 31,			Useful Lives
	2025			2024			(in years)
Property and equipment, net:
Land	$	382		$	385
Buildings and improvements		925			908		7	to	40
Equipment		1,120			1,105		3	to	20
Construction in progress		86			82
		2,513			2,480
Accumulated depreciation		( 981	)		( 903	)
Total property and equipment, net	$	1,532		$	1,577

Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets divested, sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting gain or loss is reflected in income or expense for the period.

We incurred costs to build public infrastructure within the Assembly Atlanta project. Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we receive cash reimbursements for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. We received cash proceeds from the CID totaling $ 5 million and $ 6 million during the nine-month periods ended September 30, 2025 and 2024, respectively.

The following tables provide additional information related to the gain (loss) on disposal of assets, net, including certain investments, included in our condensed consolidated statements of operations and purchases of property and equipment included in our condensed consolidated statements of cash flows (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Gain (loss) on disposal of assets, net:
Proceeds from sale of fixed assets	$	3		$	1		$	17		$	8
Proceeds from sale of investments		2			-			24			-
Net book value of fixed assets disposed		( 2	)		( 2	)		( 12	)		( 8	)
Net book value of investments disposed		( 3	)		-			( 19	)		-
Non-cash loss on divestitures		-			( 15	)		( 1	)		( 15	)
Securitization facility		1			-			-			-
Total	$	1		$	( 16	)	$	9		$	( 15	)

Purchase of property and equipment:
Recurring purchases - operations							$	43		$	64
Assembly Atlanta project								22			39
Total							$	65		$	103

Accounts Receivable and Allowance for Credit Losses. We record accounts receivable from sales and service transactions in our condensed consolidated balance sheets at amortized cost adjusted for any write-offs and net of allowance for credit losses. We are exposed to credit risk primarily through sales of broadcast and digital advertising with a variety of direct and agency-based advertising customers, retransmission consent agreements with multichannel video program distributors and program production sales and services.

Our allowance for credit losses is an estimate of expected losses over the remaining contractual life of our receivables based on an ongoing analysis of collectability, historical collection experience, current economic and industry conditions and reasonable and supportable forecasts. The allowance is calculated using a historical loss rate applied to the current aging analysis. We may also apply additional allowance when warranted by specific facts and circumstances. We generally write off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.

On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, and certain third-party financial institutions (the “Purchasers”). On March 31, 2025, we amended the terms of this agreement. As amended, the Securitization Facility permits the SPV to draw up to a total of $ 400 million, subject to the outstanding amount of the receivables pool and other factors. The Securitization Facility matures on March 31, 2028, and is subject to customary termination events related to transactions of this type. The sale of receivables from the SPV is accounted for in the Company’s financial statements as a "true-sale" under Accounting Standards Codification ("ASC") Topic 860.

Under the Securitization Facility, the SPV sells to the Purchasers certain receivables, including all rights, title, and interest in the related receivables (“Sold Receivables”). The parties intend that the conveyance of accounts receivables to the Purchasers, for the ratable benefit of the Purchasers, will constitute a purchase and sale of receivables and not a pledge for security. The SPV has guaranteed to each Purchaser the prompt payment of Sold Receivables, and to secure the prompt payment and performance of such guaranteed obligations, the SPV has granted a security interest to the Purchasers in all assets of the SPV. In our capacity as servicer under the Securitization Facility, we are responsible for administering and collecting receivables and have made customary representations, warranties, covenants and indemnities. We do not record a servicing asset or liability since the estimated fair value of the servicing of the receivables approximates the servicing income. We also provided a performance guarantee for the benefit of the Purchasers.

The Securitization Facility is subject to interest charges at the adjusted one-month Secured Overnight Financing Rate (“ SOFR ”) plus a margin ( 125 -point basis) on the amount of the outstanding facility. The SPV was required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. The SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to us. As a result, the SPV’s assets are not available to pay our creditors or any of our subsidiaries, although collections from the receivables in excess of any amounts required to repay the Purchasers under the Securitization Facility and other creditors of the SPV may be remitted to us.

The proceeds of the Securitization Facility are classified as operating activities in our condensed consolidated statement of cash flows. Cash received from collections of Sold Receivables is used by the SPV to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchasers. Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection.

The amount sold to the Purchasers was $ 400 million and $ 300 million at September 30, 2025 and December 31, 2024, respectively, which was derecognized from the respective condensed consolidated balance sheets. As collateral against sold receivables, the SPV maintains a certain level of unsold receivables, which was $ 168 million and $ 337 million at September 30, 2025 and December 31, 2024, respectively. Total receivables sold under the Securitization Facility were $ 568 million and $ 597 million at September 30, 2025 and December 31, 2024, respectively.

The following table provides a roll-forward of the allowance for credit losses. The allowance is deducted from the amortized cost basis of accounts receivable in our condensed consolidated balance sheets (in millions):

	Nine Months Ended September 30,
	2025			2024
Beginning balance	$	15		$	17
Increase (decrease) in provision for credit losses		2			( 1	)
Amounts written off		( 2	)		( 1	)
Ending balance	$	15		$	15

Recent Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The purpose of this amendment was to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Currently we do not expect that the implementation of these changes will have a material effect on our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The purpose of this amendment was to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Currently we do not expect that the implementation of these changes will have a material impact on our financial statements.

2.	Revenue

Revenue Recognition. We recognize revenue when we have completed a specified service and effectively transferred the control of that service to a customer in return for an amount of consideration we expect to be entitled to receive. The amount of revenue recognized is determined by the amount of consideration specified in a contract with our customers. We have elected to exclude taxes assessed by a governmental authority on transactions with our customers from our revenue. Any unremitted balance is included in current liabilities on our balance sheets.

Deferred Revenue . We record a deferred revenue for cash deposits received from our customers that are to be applied as payment once the performance obligation arises and is satisfied. These deposits are recorded as deferred revenue on our condensed consolidated balance sheets as advertising deposit liabilities. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as an advertising deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $ 12 million of revenue in the nine-months ended September 30, 2025 that was included in the advertising deposit liability balance as of December 31, 2024. We also record other deposit liabilities for cash received in advance for other arrangements, for which revenue is recorded as earned in future periods.

The following table presents our deferred revenue by type (in millions):

	September 30,		December 31,
	2025		2024
Advertising deposit liabilities	$	11	$	12
Other deposit liabilities		17		17
Total deferred revenue	$	28	$	29

Disaggregation of Revenue. Revenue from our production companies segment is generated through our direct sales channel. Revenue from our broadcasting and other segment is generated through both our direct and advertising agency intermediary sales channels. The following table presents our revenue from contracts with customers disaggregated by type of service and sales channel (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Market and service type:
Advertising:
Core	$	355	$	365	$	1,060	$	1,110
Political		8		173		30		247
Total advertising		363		538		1,090		1,357
Retransmission consent		346		369		1,094		1,121
Production companies		25		26		70		68
Other		15		17		49		53
Total revenue	$	749	$	950	$	2,303	$	2,599

Sales channel:
Direct	$	539	$	558	$	1,657	$	1,665
Advertising agency intermediary		210		392		646		934
Total revenue	$	749	$	950	$	2,303	$	2,599

3.	Acquisitions and Divestitures

During the three months ended September 30, 2025, we entered into separate agreements involving television station acquisitions and divestitures with The E.W. Scripps Company (“Scripps”), Sagamore Hill Broadcasting, Inc. (“SGH”), Block Communications, Inc. (“BCI”) and Allen Media Group, Inc. (“AMG”). As a result we expect to enter six new markets with the local news station that was ranked #1 in all-day ratings in the respective markets in 2024 according to Comscore. In addition, these transactions when closed will create 11 new full-power “duopolies” of stations affiliated with a “Big Four” network. In all of these markets, we expect to leverage our news, sales, and sports strategies for the benefit of the local communities and the public interest.

Each of these transactions also furthers our commitment to pursuing tuck-in and duopoly-creating transactions in a prudent manner. The parties to these transactions are currently working to secure the required regulatory approvals, including certain waivers, and other customary approvals; however, we can provide no assurance that we will receive the necessary regulatory approvals, or that the transactions will close on the timelines currently contemplated, or at all. We expect to fund the closing of these acquisitions with cash on hand and/or borrowings under our Revolving Credit Facility. The stations to be acquired and divested under each agreement are as follows:

DMA	Market	Station to be Acquired	Station to be Divested

Scripps (Non-Cash Swap):

113	Lansing, MI	WSYM (FOX)
124	Lafayette, LA	KATC (ABC)
89	Colorado Springs, CO		KKTV (CBS)
186	Grand Junction, CO		KKCO (NBC)
188	Twin Falls, ID		KMVT (CBS)

SGH (Purchase Price of $ 2 million):

126	Columbus, GA	WLTZ (NBC)
140	Lubbock, TX	KJTV (FOX)

BCI (Purchase Price of $ 80 million):

48	Louisville, KY	WDRB (FOX), WBKI (CW)
90	Springfield MO - Champaign/Decatur, IL	WAND (NBC)
190	Lima, OH	WLIO (NBC)

AMG (Purchase Price of $ 171 million):

73	Huntsville, AL	WAAY (ABC)
92	Paducah, KY - Cape Girardeau, MO - Harrisburg, IL	WSIL (ABC)
109	Evansville, IN	WEVV (CBS/FOX)
108	Ft. Wayne, IN	WFFT (FOX)
127	Montgomery, AL	WCOV (FOX)
124	Lafayette, LA	KADN (FOX/NBC)
135	Columbus-Tupelo, MS	WTVA (ABC/NBC)
137	Rockford, IL	WREX (NBC)
160	Terre Haute, IN	WTHI (CBS/FOX)
189	West Lafayette, IN	WLFI (CBS)

4.	Long-term Debt

As of September 30, 2025 and December 31, 2024, long-term debt consisted of obligations under our Senior Credit Facility, our 5.875 % senior notes due 2026 (the “2026 Notes”), our 7.0 % senior notes due 2027 (the “2027 Notes”), our 10.5 % senior notes due 2029 (the “2029 Notes (1L)”), our 4.75 % senior notes due 2030 (the “2030 Notes”), our 5.375 % notes due 2031 (the “2031 Notes”), our 9.625 % senior notes due 2032 (the “2032 Notes (2L)”) and our 7.25 % senior notes due 2033 (the “2033 Notes (1L)”) as follows (in millions):

	September 30,			December 31,
	2025			2024
Long-term debt:
2019 Senior Credit Facility:
2021 Term Loan (1L) (matures December 1, 2028)	$	739		$	1,395
2024 Term Loan (1L) (matures June 4, 2029)		10			498
Senior secured first lien notes:
2029 Notes (1L) (matures July 15, 2029)		1,250			1,250
2033 Notes (1L) (matures August 15, 2033)		775			-
Senior secured second lien notes:
2032 Notes (2L) (matures July 15, 2032)		900			-
Senior unsecured notes:
2026 Notes (matures July 15, 2026)		2			10
2027 Notes (matures May 15, 2027)		-			528
2030 Notes (matures October 15, 2030)		790			790
2031 Notes (matures November 15, 2031)		1,219			1,219
Total outstanding principal, including current portion		5,685			5,690
Unamortized deferred loan costs - Senior Credit Facility		( 15	)		( 34	)
Unamortized deferred loan costs - 2027 Notes		-			( 3	)
Unamortized deferred loan costs - 2029 Notes (1L)		( 10	)		( 12	)
Unamortized deferred loan costs - 2030 Notes		( 7	)		( 8	)
Unamortized deferred loan costs - 2031 Notes		( 10	)		( 12	)
Unamortized deferred loan costs - 2032 Notes (2L)		( 17	)		-
Unamortized deferred loan costs - 2033 Notes (1L)		( 16	)		-
Less current portion		( 2	)		( 20	)
Long-term debt, less current portion and deferred financing costs	$	5,608		$	5,601

Revolving Credit Facility:
Revolving Credit Facility commitment	$	750		$	680
Undrawn outstanding letters of credit		( 8	)		( 6	)
Borrowing availability under Revolving Credit Facility	$	742		$	674

Interest Rate Cap s. On February 23, 2023, we entered into two interest rate caps pursuant to an International Swaps and Derivatives Association Master Agreement (the “ISDA Master Agreement”) with two counterparties, Wells Fargo Bank, NA and Truist Bank, respectively. On May 30, 2025 and July 25, 2025, we amended the notional amount of the interest rate caps in order to better match the outstanding amounts of the related outstanding indebtedness. At September 30, 2025 and December 31, 2024, the caps had a combined notional value of approximately $ 749 million and $ 1.9 billion, respectively, and mature on December 31, 2025. The interest rate caps protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our variable-rate debt. The interest rate caps are designated as cash flow hedges of our risk of changes in our cash flows attributable to changes in 1-month SOFR on our outstanding variable-rate debt in accordance with ASC 815. We elected to apply the optional expedient in ASC 848, Reference Rate Reform, that enabled us to consider the amended swaps a continuation of the existing contracts. As a result, the transition did not have an impact on our hedge accounting or a material impact to our financial statements.

The interest rate caps, as amended, effectively limit the annual interest charged on our 2021 Term Loan (1L) and our 2024 Term Loan (1L) to a maximum of 1-month Adjusted Term SOFR of 4.96 % and 5.047 %. We are required to pay aggregate fees in connection with the interest rate caps of approximately $ 34 million that is due and payable at maturity on December 31, 2025. On the initial designation date, we recognized an asset and corresponding liability for the deferred premium payable equal to $ 34 million. The asset is amortized into interest expense straight-line over the term of the hedging relationship. At September 30, 2025 and December 31, 2024, the recorded value of the asset was $ 3 million and $ 12 million, net of accumulated amortization, respectively. At September 30, 2025 and December 31, 2024, the fair value of the derivative liability was $ 33 million and $ 32 million, respectively. We present the deferred premium, the asset, and the fair value of the derivative, net within other accrued expenses in our condensed consolidated balance sheets.

The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. The interest rate caps were not entered into for speculative trading purposes. Changes in the fair value of the interest rate caps are reported as a component of other comprehensive income. Actual gains and losses are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged transaction. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in the same line of the income statement for the hedged item. We recognized $ 9 million of amortization expense for the asset during each of the nine months ended September 30, 2025 and 2024, which is included as a component of cash flows from operating activities in our condensed consolidated statements of cash flows. Cash flows received from the counterparties pursuant to the interest rate caps are included as components of cash flows from financing activities in our condensed consolidated statements of cash flows. During the nine-months ended September 30, 2025, we did not receive a refund of interest under the rate caps. During the nine-months ended September 30, 2024, we received $ 6 million of cash payments from the counterparties that we reclassified as reductions of interest expense from the interest rate caps in our condensed consolidated statements of operations.

For all of our interest bearing obligations, we made interest payments of approximately $ 331 million and $ 257 million during the nine-months ended September 30, 2025 and 2024, respectively. During the nine-months ended September 30, 2025 and 2024, we capitalized $ 2 million and $ 1 million of interest payments, respectively, related to the Assembly Atlanta project.

Because of their relationship to the interest rate caps, described above, borrowings under the 2021 Term Loan (1L) and 2024 Term Loan (1L) bear interest at the 1-month SOFR rate, plus applicable margin. As of September 30, 2025, the interest rate on the balance outstanding under the 2021 Term Loan (1L) and the 2024 Term Loan (1L) were 7.4 % and 9.5 %, respectively.

2025 Refinancing Activities.

Revolving Credit Facility . On March 31, 2025, we entered into a fourth amendment (the “Fourth Amendment”) of our Senior Credit Agreement (as defined below). The Fourth Amendment, among other things, increases the aggregate commitments under the Revolving Credit Facility (the “Revolving Credit Facility”) by $ 20 million, resulting in aggregate commitments under the Revolving Credit Facility of $ 700 million. Borrowings under the Revolving Credit Facility bear interest, at our option, at either the SOFR rate or the Base Rate, in each case, plus an applicable margin. The costs associated with the amendment were not material.

On July 18, 2025, we entered into a further amendment to the Senior Credit Agreement (the “Fifth Amendment” and as amended, including by the Fifth Amendment, the “Senior Credit Agreement”). The Fifth Amendment, among other things, provided for an increase in the Revolving Credit Facility by $ 50 million, resulting in aggregate commitments under the Revolving Credit Facility of $ 750 million and an extension of the term of the commitments under the Revolving Credit Facility to December 1, 2028. The costs incurred in connection with this amendment were not material.

2032 Notes (2L) . On July 18, 2025, we issued $ 900 million in aggregate principal amount of 2032 Notes (2L) pursuant to an indenture, dated as of July 18, 2025, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2032 Notes (2L) Indenture”). The 2032 Notes (2L) were issued at par. Interest in the 2032 Notes (2L) accrues from July 18, 2025, and is payable semiannually on January 15 and July 15 of each year, beginning on January 15, 2026. The 2032 Notes (2L) mature on July 15, 2032.

The net proceeds from the 2032 Notes (2L), together with $ 50 million borrowed under our Revolving Credit Facility, were used to (i) redeem all of our outstanding 2027 Notes at par; (ii) to repay $ 403 million of our 2024 Term Loan (1L) under the Senior Credit Agreement; and (iii) to pay transaction expenses incurred in connection with the offering.

The 2032 Notes (2L) and related guarantees are our senior secured second lien obligations. The 2032 Notes (2L):

●

rank pari passu in right of payment to all of our and the guarantors’ existing and future senior, unsubordinated debt (including our Senior Credit Agreement and our 2031 Notes, 2030 Notes, 2029 Notes (1L) and 2026 Notes);

●

are senior in right of payment to all of our and the guarantors’ future subordinated debt;

●

are effectively subordinated to all of our or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting Collateral (as defined in the 2032 Notes (2L) Indenture) to the extent of the value of such assets (including the assets sold to the Receivables SPV (as defined in the 2032 Notes (2L) Indenture) pursuant to the Receivables Sale Agreement);

●

are effectively junior to all our existing and future debt that is secured by a lien that is senior to the 2032 Notes (2L), including the Senior Credit Agreement, the 2029 Notes (1L), and the 2033 Notes (1L), as defined below, to the extent of the value of the Collateral; and

●

are effectively senior to all existing and future debt that is either unsecured, including our 2031 Notes, 2030 Notes and 2026 Notes and the guarantees related thereto or secured by a lien that is junior to the lien securing the 2032 Notes (2L) and the related guarantees, in each case to the extent of the value of the Collateral.

2033 Notes (1L) . On July 25, 2025, we issued $ 775 million in aggregate principal amount of 2033 Notes (1L) pursuant to an indenture, dated as of July 25, 2025, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2033 Notes (1L) Indenture”). The 2033 Notes (1L) were issued at par. Interest in the 2033 Notes (1L) accrues from July 25, 2025, and is payable semiannually, on February 15 and August 15 of each year, beginning on February 15, 2026. The 2033 Notes (1L) mature on August 15, 2033.

The net proceeds from the 2033 Notes (1L) were used to: (i) repay $ 630 million of our 2021 Term Loan (1L); (ii) $ 80 million of our 2024 Term Loan (1L); (iii) repay all $ 50 million then outstanding under our Revolving Credit Facility; and (iv) pay transaction fees and expenses incurred in connection with the offering.

The 2033 Notes (1L) and related guarantees are our senior secured first lien obligations of the Company. The 2033 Notes (1L):

	●	rank pari passu in right of payment to all of our and the guarantors’ existing and future senior, unsubordinated debt (including our Senior Credit Agreement and our existing notes);
	●	are senior in right of payment to all of our and the guarantors’ future subordinated debt;

●

are effectively subordinated to any of our or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting Collateral (as defined in the 2033 Notes (1L) Indenture) to the extent of the value of such assets (including the assets sold to the Receivables SPV pursuant to the Receivables Sale Agreement);

●

rank pari passu in right of security with all of our existing and future debt that is secured by a first priority lien on the Collateral, including our Senior Credit Agreement and the 2029 Notes (1L); and

●

are effectively senior to all existing and future debt that is either unsecured, including our 2031 Notes, 2030 Notes and 2026 Notes, or secured by a lien that is junior to the lien securing the 2033 Notes (1L) and the related guarantees, including the 2032 Notes (2L), in each case to the extent of the value of the Collateral.

As a result of all of these refinancing transactions, we recorded a loss on early extinguishment of debt of $ 7 million the third quarter of 2025.

As of September 30, 2025, the aggregate minimum principal maturities of our long term debt for the remainder of 2025 and the succeeding 5 years were as follows (in millions):

	Minimum Principal Maturities
Year	Senior Credit Facility		2026 Notes		2029 Notes (1L)		2030 Notes		2031 Notes		2032 Notes (2L)		2033 Notes (1L)		Total
Remainder of 2025	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
2026		-		2		-		-		-		-		-		2
2027		-		-		-		-		-		-		-		-
2028		739		-		-		-		-		-		-		739
2029		10		-		1,250		-		-		-		-		1,260
2030		-		-		-		790		-		-		-		790
Thereafter		-		-		-		-		1,219		900		775		2,894
Total	$	749	$	2	$	1,250	$	790	$	1,219	$	900	$	775	$	5,685

As of September 30, 2025, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or to the guarantor subsidiaries. The Senior Credit Facility contains affirmative and restrictive covenants with which we must comply. The 2026 Notes, the 2029 Notes (1L), the 2030 Notes, the 2031 Notes, the 2032 Notes (2L) and the 2033 Notes (1L) also include covenants with which we must comply. As of September 30, 2025 and December 31, 2024, we were in compliance with all required covenants under all our debt obligations.

5.	Fair Value Measurement

We measure 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 Company’s own assumptions and consider information about readily available market participant assumptions.

●

Level 1: Quoted prices for identical instruments in active markets

●

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets

●

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

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.

The carrying amounts of accounts receivable, prepaid and other current assets, accounts payable, employee compensation and benefits, accrued interest, other accrued expenses, and deferred revenue approximate fair value at both September 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31, 2024, the carrying amount of our long-term debt was $ 5.6 billion and $ 5.6 billion, respectively, and the fair value was $ 5.3 billion and $ 4.6 billion, respectively. The fair value of our long-term debt is based on observable estimates provided by third-party financial professionals as of each date, and as such is classified within Level 2 of the fair value hierarchy.

6.	Stockholders ’ Equity

We are authorized to issue 245 million shares in total of all classes of stock consisting of 25 million shares of Class A common stock, 200 million shares of common stock, and 20 million shares of “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers, limitations and restrictions. The rights of our common stock and Class A common stock are identical, except that our Class A common stock has 10 votes per share and our common stock has one vote per share.

Our common stock and Class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. The Board of Directors declared a quarterly cash dividend of $ 0.08 per share on our common stock and Class A common stock to shareholders of record during March, June, and September of 2025 and 2024, payable on the last business day of March, June, and September, 2025 and 2024. The total common stock and Class A common stock dividends declared and paid during each of the nine-month periods ended September 30, 2025 and 2024 was $ 24 million.

Under our various employee benefit plans, we may, at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our Class A common stock or common stock. As of September 30, 2025, we had reserved 17.0 million shares and 3.4 million shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.

7.	Retirement Plans

The Gray Pension Plan.

The components of our net periodic pension benefit are included in miscellaneous income (expense), net in our condensed consolidated statements of operations. On April 25, 2025, the Gray Media, Inc. Retirement Plan (“the Gray Pension Plan”) purchased and distributed to the affected employees a non-participating single premium group annuity contract for $ 18 million, from American United Life Insurance Company, a OneAmerica Financial Company. The contract assumes the obligation to provide monthly annuity payments for a subset of the plan’s retirees beginning July 1, 2025. On September 1, 2025, the Gray Pension Plan paid out $ 15 million in lump sum payments to terminated participants with a vested benefit. The plan was amended for this temporary opportunity.

The plan was remeasured as of September 30, 2025, to reflect both events, resulting in a decrease to the projected benefit obligation of $ 33 million. A settlement charge of $ 4 million is recognized in the net benefit cost for the nine-month period ended September 30, 2025. The accumulated other comprehensive income associated with the plan decreased by $ 3 million, net of the related income tax benefit, for the nine-month period ended September 30, 2025.

401(k) Savings Plan.

During the nine-month period ended September 30, 2025, we contributed $ 19 million in matching cash contributions to our 401(k) plan. Based upon employee participation as of September 30, 2025, during the remainder of 2025, we expect to contribute approximately $ 5 million of matching cash contributions to this plan.

8.	Stock-based Compensation

We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. The following table provides our stock-based compensation expense and related income tax benefit for the three and nine-month periods ended September 30, 2025 and 2024 (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Stock-based compensation expense, gross	$	5		$	5		$	17		$	17
Income tax benefit at our statutory rate associated with share-based compensation		( 1	)		( 1	)		( 4	)		( 4	)
Stock-based compensation expense, net	$	4		$	4		$	13		$	13

All shares of Class A common stock and common stock underlying outstanding restricted stock units and performance awards are counted as issued at target levels under the 2022 Equity and Incentive Compensation Plan (the “2022 EICP”) for purposes of determining the number of shares available for future issuance.

A summary of restricted Class A common stock, common stock and restricted stock units activity for the nine-month periods ended September 30, 2025 and 2024 is as follows:

	Nine Months Ended
	September 30, 2025					September 30, 2024
				Weighted-					Weighted-
				average					average
				Grant Date					Grant Date
	Number of			Fair Value		Number of			Fair Value
	Shares			Per Share		Shares			Per Share
Restricted stock - common:
Outstanding - beginning of period ⁽¹⁾		2,567,707		$	9.03		1,467,936		$	12.17
Granted ⁽¹⁾		1,449,846		$	4.00		1,785,958		$	7.47
Vested		( 851,400	)	$	10.11		( 480,412	)	$	11.23
Forfeited		-		$	-		( 130,000	)	$	8.10
Outstanding - end of period ⁽¹⁾		3,166,153		$	6.44		2,643,482		$	9.36

Restricted stock - Class A common:
Outstanding - beginning of period ⁽¹⁾		1,589,020		$	9.78		1,148,233		$	12.37
Granted ⁽¹⁾		961,422		$	6.97		823,393		$	8.25
Vested		( 422,028	)	$	12.26		( 318,733	)	$	13.17
Outstanding - end of period ⁽¹⁾		2,128,414		$	8.02		1,652,893		$	10.16

Restricted stock units - common stock:
Outstanding - beginning of period		1,229,390		$	5.72		587,168		$	11.50
Granted		-		$	-		1,229,390		$	5.72
Vested		( 1,163,515	)	$	5.72		( 564,793	)	$	11.50
Forfeited		( 65,875	)	$	5.72		( 22,375	)	$	11.50
Outstanding - end of period		-		$	-		1,229,390		$	5.72

(1)	For awards subject to future performance conditions, amounts assume target performance.

9.	Leases

We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use (“ROU”) assets related to our operating lease liabilities are measured at lease commencement based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease commencement may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components separately with only the lease component included in the calculation of the ROU asset and lease liability.

We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of September 30, 2025, our operating leases substantially have remaining terms of one year to 99 years, some of which include options to extend and/or terminate the leases. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year.

Cash flow movements related to our lease activities are included in other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our condensed consolidated statements of cash flows for the nine-months ended September 30, 2025 and 2024.

As of September 30, 2025, the weighted-average remaining term of our operating leases was approximately 8.9 years. The weighted-average discount rate used to calculate the values associated with our operating leases was 6.88 %. The table below describes the nature of lease expense and classification of operating lease expense recognized in the three and nine-months ended September 30, 2025 and 2024, respectively (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Lease expense
Operating lease expense	$	4	$	4	$	13	$	12
Short-term lease expense		1		1		3		3
Total lease expense	$	5	$	5	$	16	$	15

The maturities of operating lease liabilities as of September 30, 2025, for the remainder of 2025 and the succeeding years were as follows (in millions):

Year ending December 31,	Operating Leases
Remainder of 2025	$	4
2026		14
2027		12
2028		10
2029		10
Thereafter		47
Total lease payments		97
Less: Imputed interest		( 26	)
Present value of lease liabilities	$	71

As a Lessor. We lease or sublease our owned or leased production facilities, land, towers and office space through operating leases with third parties. Payments received associated with these leases consist of fixed and variable payments. Fixed payments are received for the rental of space including fixed rate rent escalations over the applicable term of the lease agreements. Variable payments are received for short-term rental of space, variable rent escalations and reimbursement of operating costs related to the asset leased or subleased.

We recognize revenue from fixed payments on a straight-line basis over the applicable term of the lease agreements, whose lives range between one and 43 years. The excess of straight-line revenue recognized over the fixed payments received is recorded as deferred rent receivable in other assets on our condensed consolidated balance sheets. The deferred rent receivable balance was $ 9 million at each of September 30, 2025 and December 31, 2024. We recognize revenue from variable payments each period as earned.

Cash flow activities related to our lease activities for assets we lease to third parties are included in other assets and accounts receivable as presented in net cash provided by operating activities in our condensed consolidated statements of cash flows.

The following table describes the nature of our lease revenue and classification of operating lease revenue recognized in the three and nine-months ended September 30, 2025 and 2024 (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating lease revenue:
Fixed lease revenue	$	6	$	5	$	17	$	16
Variable lease revenue		3		4		11		12
Total operating lease revenue	$	9	$	9	$	28	$	28

The following table presents our future minimum rental receipts for non-cancelable leases and subleases as of September 30, 2025 (in millions):

Year ending December 31,	Operating Leases
Remainder of 2025	$	6
2026		25
2027		24
2028		23
2029		23
Thereafter		226
Total lease receipts	$	327

10.

Commitments and Contingencies

We are and expect to continue to be subject to legal actions, proceedings and claims that arise in the normal course of our business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, proceedings and claims will not materially affect our financial position, results of operations or cash flows, although legal proceedings are subject to inherent uncertainties, and unfavorable rulings or events could have a material adverse impact on our financial position, results of operations or cash flows.

11.

Goodwill and Intangible Assets

During the nine-months ended September 30, 2025, we recorded a non-cash impairment charge of $ 28 million related to the changes to the network affiliation at one station. As a result of this change, our finite-lived intangible assets decreased during that period. The following table presents a summary of changes in our goodwill and other intangible assets, on a net basis (in millions):

	Net Balance at		Acquistitions									Net Balance at
	December 31,		and									September 30,
	2024		Adjustments, Net			Impairments			Amortization			2025

Goodwill	$	2,642	$	-		$	-		$	-		$	2,642
Broadcast licenses		5,311		( 1	)		-			-			5,310
Finite-lived intangible assets		290		( 2	)		( 28	)		( 80	)		180
Total intangible assets net of accumulated amortization	$	8,243	$	( 3	)	$	( 28	)	$	( 80	)	$	8,132

As of September 30, 2025 and December 31, 2024, our intangible assets and related accumulated amortization expense consisted of the following (in millions):

	As of September 30, 2025							As of December 31, 2024
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets not currently subject to amortization:
Broadcast licenses	$	5,364	$	( 54	)	$	5,310	$	5,365	$	( 54	)	$	5,311
Goodwill		2,642		-			2,642		2,642		-			2,642
	$	8,006	$	( 54	)	$	7,952	$	8,007	$	( 54	)	$	7,953

Intangible assets subject to amortization:
Network affiliation agreements	$	170	$	( 146	)	$	24	$	216	$	( 160	)	$	56
Other finite lived intangible assets		947		( 791	)		156		992		( 758	)		234
	$	1,117	$	( 937	)	$	180	$	1,208	$	( 918	)	$	290

Total intangibles	$	9,123	$	( 991	)	$	8,132	$	9,215	$	( 972	)	$	8,243

Amortization expense for the nine-month periods ended September 30, 2025 and 2024 was $ 80 million and $ 94 million, respectively. Based on the intangible assets subject to amortization as of September 30, 2025, we expect that amortization expense for the remainder of 2025 would be approximately $ 23 million, and, for the succeeding five years, amortization expense will be approximately as follows: 2026, $ 70 million; 2027, $ 42 million; 2028, $ 13 million; 2029, $ 3 million; and 2030, $ 2 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary materially from these estimates.

12.

Income Taxes

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act, which changed existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, and easing the interest expense limitation rules of Section 163(j) of the Internal Revenue Code, in addition to other changes.

For the three and nine-month periods ended September 30, 2025 and 2024, our income tax (benefit) expense and effective income tax rates were as follows (dollars in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Income tax (benefit) expense	$	( 18	)	$	32		$	( 12	)	$	70
Effective income tax rate		( 64 %	)		25	%		( 14 %	)		25	%

We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full year projections, which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits to adjust our statutory federal income tax rate of 21 % to our effective income tax rate. For the nine-month period ended September 30, 2025, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax benefit rate of 14 % as follows: state income taxes added 2 %, permanent differences between our U.S. GAAP income and taxable income reduced our rate by 7 % and discrete items reduced our rate by 2 %. For the nine-month period ended September 30, 2024, these estimates increased or decreased our statutory federal income tax rate to our effective income tax rate of 25 % as follows: state income taxes added 5 %, permanent differences between our U.S. GAAP income and taxable income added 1 % and changes to our reserve accounts reduced our rate by 2 %.

During the nine-months ended September 30, 2025, we made $ 39 million of federal and state income tax payments, net of refunds. As of September 30, 2025, we have an aggregate of approximately $ 252 million of various state operating loss carryforwards, of which we expect that approximately $ 173 million will not be utilized due to Section 382 limitations under the Internal Revenue Code and those that will expire prior to utilization. After applying our state effective tax rate, this amount is included in our valuation allowance for deferred tax assets.

13.

Segment information

The Company’s chief operating decision maker (“CODM”) is the chief executive officer (“CEO”). The CODM assesses segment performance and allocates resources to each segment by using each segment’s operating profit. The CODM uses operating profit for each segment in the annual budgeting and forecasting process as well as reviewing segment operating profit quarterly when making decisions about allocating capital and operating resources to segments. Disaggregated total assets and goodwill by segment are not regularly provided to the CODM. The following tables present our business segment information (in millions):

				Production
As of and for the nine months ended September 30, 2025:	Broadcasting			Companies			Other			Consolidated

Revenue (less agency commissions)	$	2,233		$	70		$	-		$	2,303
Less:(1)
Payroll and employee benefits		645			15			46			706
Network affiliation fees		681			-			-			681
Programming		83			7			-			90
Depreciation and amortization		164			14			1			179
Impairment of intangible assets		28			-			-			28
(Gain) loss on disposal of assets, net		( 10	)		1			-			( 9	)
Other segment items(2)		273			40			39			352
Segment operating income (loss)		369			( 7	)		( 86	)		276
Other income (expense):
Miscellaneous expense, net											( 2	)
Interest expense											( 355	)
Loss on early extinguishment of debt											( 6	)
Loss before income tax											( 87	)

Capital expenditures (excluding business combinations)	$	40		$	25		$	-		$	65
Goodwill	$	2,614		$	28		$	-		$	2,642
Investments in broadcasting and technology companies	$	43		$	-		$	13		$	56
Total assets	$	9,354		$	681		$	286		$	10,321

For the nine months ended September 30, 2024:

Revenue (less agency commissions)	$	2,531		$	68		$	-		$	2,599
Less: ⁽¹⁾
Payroll and employee benefits		665			16			42			723
Network affiliation fees		701			-			-			701
Programming		74			10			-			84
Depreciation and amortization		186			14			2			202
Loss on disposal of assets, net		15			-			-			15
Other segment items ⁽²⁾		279			31			38			348
Segment operating income (loss)	$	611		$	( 3	)	$	( 82	)	$	526
Other income (expense):
Miscellaneous income, net											114
Interest expense											( 363	)
Loss on early extinguishment of debt											( 1	)
Income before income tax											276

Capital expenditures (excluding business combinations)	$	46		$	57		$	-		$	103

As of December 31, 2024:

Goodwill	$	2,614		$	28		$	-		$	2,642
Investments in broadcasting and technology companies	$	49		$	4		$	13		$	66
Total assets	$	9,636		$	681		$	225		$	10,542

(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

(2)	Other segment items for each reportable segment includes professional services expense, repairs and maintenance expense, occupancy expense (including property tax expense), and certain overhead expenses.

Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

Introduction . The following discussion and analysis of the financial condition and results of operations of Gray Media, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray Media,” “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the SEC.

Business Overview . We are a multimedia company headquartered in Atlanta, Georgia. We are 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, as well as the largest Telemundo Affiliate group with 44 markets. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our 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.

Our operating revenues are derived primarily from broadcasting and digital advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the nine-months ended September 30, 2025 and 2024, we generated revenue of $2.3 billion and $2.6 billion, respectively.

Revenues, Operations, Cyclicality and Seasonality. Broadcast advertising is sold for placement generally preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are generally the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most advertising contracts are short-term, and generally run only for a few weeks.

We also sell digital advertising on our stations’ websites and mobile apps. These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships.

Our broadcast and digital advertising revenues are affected by several factors that we consider to be seasonal in nature. These factors include:

●

Spending by political candidates, political parties and special interest groups increases during the even-numbered “on-year” of the two-year election cycle. This political spending typically is heaviest during the fourth quarter of such years;

●

Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in advertising in the spring and in the period leading up to and including the holiday season;

●

Core advertising revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and

●

Because our stations and markets are not evenly divided among the Big Four broadcast networks, our local and national advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl.

We derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the nine-months ended September 30, 2025 and 2024, approximately 26% and 24%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the nine-months ended September 30, 2025 and 2024 approximately 17% and 19%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Revenue from these industries may represent a higher percentage of total revenue in odd-numbered years due to, among other things, the increased availability of advertising time, as a result of such years being the “off year” of the two-year election cycle.

Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs. In addition, the broadcasting operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of the operating expenses of our broadcasting operations is fixed. We continue to monitor our operating expenses and seek opportunities to reduce them where possible.

2025 Refinancing Activities

Revolving Credit Facility . On March 31, 2025, we entered into a fourth amendment (the “Fourth Amendment”) of our Senior Credit Agreement (as defined below). The Fourth Amendment, among other things, increases the aggregate commitments under the Revolving Credit Facility (the “Revolving Credit Facility”) by $20 million, resulting in aggregate commitments under the Revolving Credit Facility of $700 million. Borrowings under the Revolving Credit Facility bear interest, at our option, at either the SOFR rate or the Base Rate, in each case, plus an applicable margin. The costs associated with the amendment were not material.

On July 18, 2025, we entered into a further amendment to the Senior Credit Agreement (the “Fifth Amendment” and as amended, including by the Fifth Amendment, the “Senior Credit Agreement”), dated as of December 1, 2021. The Fifth Amendment, among other things, provided for an increase in the Revolving Credit Facility by $50 million, resulting in aggregate commitments under the Revolving Credit Facility of $750 million and an extension of the term of the commitments under the Revolving Credit Facility to December 1, 2028.

2032 Notes (2L) . On July 18, 2025, we issued $900 million in aggregate principal amount of 2032 Notes (2L). The 2032 Notes (2L) were issued at par. Interest in the 2032 Notes (2L) accrues from July 18, 2025, and is payable semiannually, on January 15 and July 15 of each year, beginning on January 15, 2026.

The net proceeds from the 2032 Notes (2L), together with $50 million borrowed under our Revolving Credit Facility, were used to: (i) redeem all of our outstanding 2027 Notes at par; (ii) to repay $403 million of our 2024 Term Loan (1L) under the Senior Credit Agreement; and (iii) pay all transaction expenses incurred in connection with the offering.

2033 Notes (1L) . On July 25, 2025, we issued $775 million in aggregate principal amount of 2033 Notes (1L). The 2033 Notes (1L) were issued at par. Interest in the 2033 Notes (1L) accrues from July 25, 2025, and is payable semiannually, on February 15 and August 15 of each year, beginning on February 15, 2026.

The net proceeds from the 2033 Notes (1L) were used to (i): repay $630 million of our 2021 Term Loan (1L); (ii) $80 million of our 2024 Term Loan (1L); (iii) repay all $50 million then outstanding under our Revolving Credit Facility, and; (iv) pay transaction fees and expenses incurred in connection with the offering.

Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results.

Revenue

Set forth below are the principal types of revenue, less agency commissions, earned by us for the periods indicated and the percentage contribution of each type of revenue to our total revenue (dollars in millions):

	Three Months Ended September 30,										Nine Months Ended September 30,
	2025					2024					2025					2024
			Percent					Percent					Percent					Percent
	Amount		of Total			Amount		of Total			Amount		of Total			Amount		of Total
Revenue:
Core advertising	$	355		47	%	$	365		38	%	$	1,060		46	%	$	1,110		43	%
Political		8		1	%		173		18	%		30		1	%		247		10	%
Retransmission consent		346		46	%		369		39	%		1,094		48	%		1,121		43	%
Production companies		25		3	%		26		3	%		70		3	%		68		3	%
Other		15		3	%		17		2	%		49		2	%		53		1	%
Total	$	749		100	%	$	950		100	%	$	2,303		100	%	$	2,599		100	%

Results of Operations

Three-Months Ended September 30, 2025 ( “ the 2025 three-month period ” ) Compared to Three-Months Ended September 30, 2024 ( “ the 2024 three-month period ” )

Revenue. Total revenue decreased by $201 million, or 21% in the 2025 three-month period. During the 2025 three-month period:

●	Core advertising revenue decreased by $10 million or 3%, primarily resulting from the $16 million of advertising revenue earned on our 53 NBC channels from the broadcast of the 2024 Olympic Games;

●	Consistent with 2025 being the “off-year” of the two-year election cycle, political advertising revenue decreased by $165 million, or 95%;

●	Retransmission consent revenue decreased by $23 million or 6%, due to a decrease in subscribers and the transition of one television station to independent status during the quarter, offset, in part, by an increase in rates related to the implementation of new retransmission agreements; and

●	Production company revenue decreased by $1 million, or 4%, in the 2025 three-month period due to decreases in revenue of $3 million at one of our event production companies, partially offset by increased revenue of $2 million at Assembly Atlanta.

Broadcasting Expenses . Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of assets) decreased $29 million, or 5%, to $542 million in the 2025 three-month period. During the 2025 three-month period:

●	Broadcasting total payroll expenses decreased by $5 million primarily as a result of decreases in staffing representing $4 million of the total, and decreases in stock-based compensation, representing $1 million of the total.

●

Broadcasting non-payroll expenses decreased by $24 million primarily due to decreased network affiliation expense of $20 million, consistent with decreased retransmission revenue and decreases in our obligations related to the implementation of new network affiliation agreements and the transition of one television station to independent status during the quarter; decreases in business services of $6 million, primarily due to the re-negotiation of certain commercial contracts; but, partially offset by increased bad debt expense of $1 million.

●	Broadcasting non-cash stock-based compensation expense was $0 million and $1 million in the 2025 and 2024 three-month periods, respectively.

Production Company Expenses . Production company operating expenses (before depreciation, amortization and gain or loss on disposal of assets) were $22 million in each of the 2025 and 2024 three-month periods. During the three-month periods, increases in property tax expense at Assembly Atlanta were offset by decreases in programming and professional service costs.

Corporate and Administrative Expenses . Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased by $4 million, or 17%, to $28 million. During the 2025 three-month period professional services increased by $4 million primarily related to our pending business combination transactions. Non-cash stock-based compensation expenses were $4 million in each of the 2025 and 2024 three-month periods.

Depreciation. Depreciation of property and equipment totaled $33 million and $36 million in the 2025 and 2024 three-month periods, respectively. Depreciation expenses have decreased as the related assets become fully depreciated.

Amortization . Amortization of intangible assets totaled $23 million and $31 million in the 2025 and 2024 three-month periods, respectively. The decrease in amortization expense was the result of finite-lived intangible assets becoming fully amortized and the impairment of certain finite-lived intangible assets earlier in 2025.

(Gain) Loss on Disposal of Assets, Net . Gain on disposal of assets was a gain of $1 million and a loss of $16 million in the 2025 and 2024 three-month periods, respectively, primarily resulting from the sale of easements and the assignment of leases at some of our television broadcast tower sites in 2025.

Miscellaneous (Expense) Income, Net . Miscellaneous expense, net totaled $3 million in the 2025 three-month period and miscellaneous income, net totaled $2 million in the 2024 three-month period. In the 2025 three-month period, the Gray Pension Plan entered into an annuity contract that assumed the obligation to provide monthly annuity payments for a subset of the plan’s retirees beginning July 1, 2025. As a result, the plan was remeasured as of September 30, 2025, and we recorded a settlement charge of $4 million in the 2025 three-month period.

Interest Expense . Interest expense decreased by $10 million to $120 million in the 2025 three-month period compared to $130 million in the 2024 three-month period primarily due to decreases in our outstanding debt balance and lower interest rates on our floating rate Senior Credit Agreement, partially offset by increased interest expenses on our Notes resulting from our 2025 refinancing activities.

(Loss) Gain from Early Extinguishment of Debt. During the 2025 three-month period, we have recorded a loss of $7 million primarily as a result of the issuance of our 2032 Notes (2L) and 2033 Notes (1L), the repayment of our 2027 Notes and the repayment of portions of our 2024 and 2021Term Loans during the quarter. During the 2024 three-month period, we recorded a gain of $6 million primarily as a result of purchases of our 2027 Notes and 2021 Term Loan (1L)s on the open market at a discount to their face value.

Income Tax (Benefit) Expense. We recognized an income tax benefit of $18 million in the 2025 three month period and income tax expense of $32 million in the 2024 three-month period. Our effective income tax benefit rate was 64% in the 2025 three month period and income tax expense rate was 25% in the 2024 three-month period. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our income tax provision for each interim period is based upon these full year projections that are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 2025 three-month period, these estimates increased our statutory federal income tax benefit rate of 21% to our effective income tax benefit rate of 64% as follows: state income taxes added 12%, permanent difference between our U.S. GAAP income and taxable income added 33% and discrete items reduced our rate by 2%.

Nine-Months Ended September 30, 2025 ( “ the 2025 nine-month period ” ) Compared to Nine-Months Ended September 30, 2024 ( “ the 2024 nine-month period ” )

Revenue. Total revenue decreased by $296 million, or 11%, in the 2025 nine-month period from the 2024 nine-month period. During the 2025 nine-month period:

●

Core advertising revenue decreased by $50 million or 5%, due primarily to macro-economic softness. In addition, our advertising revenue of $9 million from the broadcast of the Super Bowl on our 33 FOX channels in the 2025 nine-month period, compared to an aggregate of $18 million of advertising revenue relating to the broadcast of the Super Bowl on our 54 CBS channels during the 2024 nine-month period. We were very pleased that our Super Bowl advertising revenue on our FOX channels increased to $9 million in 2025, compared to $6 million on our FOX channels in 2023. In addition, our Core advertising revenue benefited from the $16 million of advertising revenue earned on our 53 NBC channels from the broadcast of the 2024 Olympic Games in the 2024 nine-month period. Our Core advertising revenue during the 2025 nine-month period was also negatively impacted by one less selling day due to Leap Day, which we estimate impacted Core advertising revenue by $4 million.

●	Consistent with 2025 being the “off-year” of the two-year election cycle, political advertising revenue decreased by $217 million, or 88%;

●

Retransmission consent revenue decreased by $27 million or 2%, due to a decrease in subscribers and the transition of one television station to independent status during the nine-month period, offset, in part, by an increase in rates related to the implementation of new retransmission agreements; and

●	Production company revenue increased by $2 million, or 3%.

Broadcasting Expenses . Broadcasting expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased $37 million or 2%, to $1.7 billion. During the 2025 nine-month period:

●

Broadcasting payroll expenses decreased by $20 million primarily as a result of: decreases in staffing representing $10 million of the total; decreases in incentive compensation, consistent with decreases in revenue, representing $6 million of the total; and decreases in stock-based compensation, representing $3 million of the total.

●

Broadcasting non-payroll expenses decreased by $17 million primarily due to: decreased network affiliation expense of $20 million, consistent with decreased retransmission revenue and decreases in our obligations related to the implementation of new network affiliation agreements and the transition of one television station to independent status during the nine-month period; decreases in business services of $7 million, primarily re-negotiation of certain commercial contracts; partially offset by increased programming expenses of $9 million and increased bad debt expense of $2 million.

●	Broadcast non-cash stock-based compensation expense were $1 million and $4 million in the 2025 and 2024 nine-month periods, respectively.

Production Company Expenses . Production company expenses (before depreciation, amortization, and gain or loss on disposal of assets) increased by approximately $5 million in the 2025 nine-month period to $62 million nine-month period, compared to $57 million in the 2024 nine-month period. Production company operating expenses in the 2025 nine-month period increased by $8 million reflecting increases in property taxes at Assembly Atlanta, partially offset by decreased programming expenses of $3 million.

Corporate and Administrative Expenses . Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased by $5 million to $85 million in the 2025 nine-month period. During the 2025 nine-month period professional services increased by $5 million primarily related to our pending business combination transactions, partially offset by decreases in promotion expenses of $3 million. Non-cash stock-based compensation expenses increased to $16 million in the 2025 nine-month period compared to $13 million in the 2024 nine-month period.

Depreciation. Depreciation of property and equipment totaled $99 million and $108 million in the 2025 nine-month period and the 2024 nine-month period, respectively. Depreciation expenses have decreased as the related assets become fully depreciated.

Amortization . Amortization of intangible assets totaled $80 million and $94 million in the 2025 nine-month period and the 2024 nine-month period, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized.

Impairment of Intangible Assets . During the 2025 nine-month period, we recorded a non-cash impairment charge of $28 million related to the changes to the network affiliation at one station.

(Gain) Loss on Disposal of Assets, Net. We recognized a gain on disposal of assets of $9 million in the 2025 nine-month period primarily due to on the sale of easements and the assignment of leases at some of our television broadcast tower sites, compared to a loss on disposal of assets of $15 million in the 2024 nine-month period. The loss in the 2024 nine-month period was primarily related to the acquisition of a construction permit to build television station KCBU in exchange for the divestiture of television stations KCWY and KGWN in which we recognized a loss of $14 million in the 2024 nine-month period.

Miscellaneous (Expense) Income, Net . Miscellaneous expense, net totaled $2 million in the 2025 nine-month period and $114 million of miscellaneous income, net in the 2024 nine-month period. Miscellaneous income, net in the 2024 nine-month period was due primarily to a gain of $110 million from the sale of our investment in Broadcast Music, Inc.

Interest Expense . Interest expense decreased $8 million, or 2%, to $355 million for the 2025 nine-month period compared to the 2024 nine-month period. This decrease was primarily attributable to a combination of factors including: decreases in the outstanding debt balance and lower interest rates on our floating rate Senior Credit Agreement in the 2025 nine-month period compared to the 2024 nine-month period; offset by the increase in the balance outstanding and interest rates on our Notes resulting from our 2025 refinancing activities. Our average outstanding total long-term debt balance was $5.7 billion and $6.2 billion during the 2025 and 2024 nine-month periods, respectively. Our average total interest rate was 7.5% and 7.0% during the 2025 and 2024 nine-month periods, respectively.

Loss from Early Extinguishment of Debt. The actions taken in our 2025 refinancing activities have resulted in a total net loss on early extinguishment of debt of $6 million in the 2025 nine-month period primarily as a result of the issuance of our 2032 Notes (2L) and 2033 Notes (1L), the repayment of our 2027 Notes and the repayment of portions of our 2024 and 2021Term Loans (1L) during the quarter.

Income Tax (Benefit) Expense. We recognized an income tax benefit of $12 million and an income tax expense of $70 million in the 2025 and 2024 nine-month periods, respectively. Our effective income tax benefit rate was 14% in the 2025 nine-month period. Our effective income tax expense rate was 25% in the 2024 nine-month period. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each interim period is based upon these full year projections that are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 2025 nine-month period, these estimates increased our statutory federal income tax benefit rate of 21% to our effective income tax benefit rate of 14% as follows: state income taxes added 2%, permanent differences between our U.S. GAAP income and taxable income reduced our rate by 7% and discrete items reduced our rate by 2%.

Liquidity and Capital Resources

General. The following table presents data that we believe is helpful in evaluating our liquidity and capital resources (in millions):

	Nine Months Ended September 30,
	2025			2024
Net cash provided by operating activities	$	177		$	383
Net cash (used in) provided by investing activities		(34	)		10
Net cash used in financing activities		(96	)		(345	)
Net increase in cash	$	47		$	48

	As of
	September 30, 2025			December 31, 2024
Cash	$	182		$	135
Long-term debt, including current portion, less deferred financing costs	$	5,610		$	5,621
Series A Perpetual Preferred Stock	$	650		$	650

Revolving Credit Facility:
Revolving Credit Facility commitment	$	750		$	680
Undrawn outstanding letters of credit		(8	)		(6	)
Borrowing availability under Revolving Credit Facility	$	742		$	674

Net Cash Provided By (Used In) Operating, Investing and Financing Activities. Net cash provided by operating activities was $177 million in the 2025 nine-month period compared to $383 million in the 2024 nine-month period. The decrease in net cash provided by operating activities in the 2025 nine-month period compared to the 2024 nine-month period was due primarily to a decrease in net income, partially offset by the decrease in non-cash adjustments to net income.

Net cash used in investing activities was $34 million in the 2025 nine-month period compared to net cash provided by investing activities of $10 million for the 2024 nine-month period. The increase in the net amount used was primarily due to a decrease in cash proceeds received from the sale of investments and other assets.

Net cash used in financing activities was $96 million in the 2025 nine-month period compared to net cash used in financing activities of $345 million in the 2024 nine-month period. Excluding temporary borrowings and re-payments of amounts under our Revolving Credit Facility, in the 2025 nine-month period, we issued $900 million of our 2032 Notes (2L) and $775 million of our 2033 Notes (1L). We used the proceeds of those offerings and cash provided by operations, to pre-pay all $528 million of our 2027 Notes as well as $488 million of the 2024 Term Loan (1L) and $656 million of our 2021 Term Loan (1L). In connection with these financing transactions we paid $25 million in in fees and expenses in the 2025 nine-month period. In the in the 2024 nine-month period, we issued $1.25 billion in of our 2029 Notes (1L) and $500 million of the 2024 Term Loan (1L) to pre-pay our $1.2 billion 2019 Term Loan all under the Senior Credit Facility. In addition, we repurchased in a tender offer, $690 million of face value of our outstanding 2026 Notes. In connection with these transactions, we paid $47 million in fees and expenses in the 2024 nine-month period. Furthermore, in the 2024 nine-month period, we used $72 million, to repurchase a portion of our 2027 Notes, and $14 million, to repurchase a portion of our 2021 Term Loan (1L) on the open market. During each period, we used $39 million of cash to pay dividends to holders of our preferred stock and $24 million to pay dividends to holders of our common stock.

Liquidity. Based on our debt outstanding as of September 30, 2025, we estimate that we will make approximately $453 million in debt interest payments over the twelve months immediately following September 30, 2025. Although our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the Senior Credit Facility (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations for the next twelve months and the forseeable future. Any potential equity or debt financing would depend upon, among other things, the costs and availability of such financing at the appropriate time. We also believe that our future cash expected to be generated from operations and borrowing availability under the Senior Credit Facility (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations for the next twelve months and the forseeable future.

Collateral, Covenants and Restrictions of our credit agreements. Our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L) are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries (subject to certain limited exceptions) are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L). Gray Media, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2026 Notes, 2030 Notes and 2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Media, Inc.'s subsidiaries (subject to certain limited exceptions). Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 2030 Notes, 2031 Notes, the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and 2032 Notes (2L) are not material or are designated as unrestricted under the Senior Credit Agreement. As of September 30, 2025, there were no significant restrictions on our subsidiaries to distribute cash to us or to the guarantor subsidiaries.

The Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the Revolving Credit Facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes, 2029 Notes (1L), 2030 Notes, 2031 Notes, the 2032 Notes (2L) and 2033 Notes (1L) include covenants with which we must comply which are typical for financing transactions of their nature. As of September 30, 2025 and December 31, 2024, we were in compliance with all required covenants under all of our debt obligations.

In addition to results prepared in accordance with U.S. GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements. This metric is calculated as specified in our Senior Credit Agreement and is a significant measure that represents the denominator of a formula used to calculate compliance with material financial covenants within the Senior Credit Agreement that govern our ability to incur indebtedness, incur liens, make investments and make restricted payments, among other limitations usual and customary for credit agreements of this type. Accordingly, management believes this metric is a very material metric to our debt and equity investors.

Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on October 1, 2023. It also gives effect to certain operating synergies expected from the acquisitions and related financings, and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with U.S. GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933. Leverage Ratio Denominator, as determined in the Senior Credit Agreement, represents an average amount for the preceding eight quarters then ended.

Our “Adjusted Total Indebtedness”, “First Lien Adjusted Total Indebtedness” and “Secured Adjusted Total Indebtedness”, in each case “Net of All Cash”, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash (excluding restricted cash) for the applicable amount of indebtedness.

Below is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and “Secured Leverage Ratio” as defined in our Senior Credit Agreement as of September 30, 2025:

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

	Eight Quarters Ended
	September 30, 2025
	(in millions)
Net income	$	290
Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement:
Depreciation		282
Amortization of intangible assets		253
Non-cash stock-based compensation		45
Common stock contributed to 401(k) plan		10
Loss on disposal of assets, net		11
Gain on disposal of investment, not in the ordinary course		(110	)
Interest expense		956
Gain on early extinguishment of debt		(28	)
Income tax expense		102
Impairment of investment, goodwill and intangible assets		74
Amortization of program broadcast rights		56
Payments for program broadcast rights		(57	)
Adjustments for unrestricted subsidiaries		22
Transaction Related Expenses		4
Other		(1	)
Total eight quarters ended September 30, 2025	$	1,909
Leverage Ratio Denominator (total eight quarters ended September 30, 2025, divided by 2)	$	955

	September 30, 2025
	(dollars in millions)

Total outstanding principal secured by a first lien	$	2,774
Cash		(182	)
First Lien Adjusted Total Indebtedness	$	2,592
First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1)		2.72

Total outstanding principal secured by a lien	$	3,674
Cash		(182	)
Secured Adjusted Total Indebtedness	$	3,492
Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) (2)		3.66

Total outstanding principal, including current portion	$	5,685
Letters of credit outstanding		8
Cash		(182	)
Adjusted Total Indebtedness	$	5,511
Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00)		5.77

(1) At any time any amounts are outstanding under our revolving credit facility, our maximum First Lien Leverage Ratio cannot exceed 4.25 to 1.00.
(2) For the 2032 Notes (2L) the maximum permitted SECOND LIEN incurrence is 4.5 to 1.00.

Debt. As of September 30, 2025, long-term debt consisted of obligations under our Senior Credit Facility, the $2 million in aggregate principal amount outstanding under 2026 Notes, $1.25 billion in aggregate principal amount of our 2029 Notes (1L), $790 million in aggregate principal amount outstanding of our 2030 Notes, $1.2 billion outstanding of our 2031 Notes, $900 million outstanding under our 2032 Notes (2L) and $775 million outstanding under our 2033 Notes (1L). As of September 30, 2025, the Senior Credit Facility provided total commitments of $1.5 billion, consisting of $739 million under our 2021 Term Loan (1L) facility, $10 million under our 2024 Term Loan (1L) facility, and $742 million available under our Revolving Credit Facility. We were in compliance with the covenants in these debt agreements at September 30, 2025.

Repurchase of Debt . On May 6, 2024, our Board of Directors authorized us to use up to $250 million of available liquidity to repurchase our outstanding indebtedness. On November 20, 2024, our Board of Directors replenished and extended the repurchase authorization through December 31, 2025. The extent of such repurchases, including the amount and timing of any repurchases, will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. This repurchase program does not require us to repurchase a minimum amount of debt, and it may be modified, suspended or terminated at any time without prior notice. We currently have approximately $232 million of availability to repurchase our outstanding indebtedness remaining under this authorization.

Acquisitions and Divestitures . During the three months ended September 30, 2025, we entered into separate agreements involving television station acquisitions and divestitures with The E.W. Scripps Company (“Scripps”), Sagamore Hill Broadcasting, Inc. (“SGH”), Block Communications, Inc. (“BCI”) and Allen Media Group, Inc. (“AMG”). As a result we expect to enter six new markets with the local news station that was ranked #1 in all-day ratings in the respective markets in 2024 according to Comscore. In addition, these transactions when closed will create 11 new full-power “duopolies” of stations affiliated with a “Big Four” network. In all of these markets, we expect to leverage our news, sales, and sports strategies for the benefit of the local communities and the public interest.

Each of these transactions also furthers our commitment to pursuing tuck-in and duopoly-creating transactions in a prudent manner. After completing all four transactions, we expect to add strong assets that will be cash flow accretive and therefore will contribute to our efforts to improve the company’s balance sheet.

The parties to these transactions are currently working to secure regulatory approvals, including certain waivers, and other customary approvals necessary to close the transactions; however, we can provide no assurance that we will receive the necessary regulatory approvals, or that the transactions will close on the timelines currently contemplated, or at all. We expect to fund the closing of these acquisitions with cash on hand and/or borrowings under our Revolving Credit Facility. The stations to be acquired and divested under each agreement are as follows:

DMA	Market	Station to be Acquired	Station to be Divested

Scripps (Non-Cash Swap):

113	Lansing, MI	WSYM (FOX)
124	Lafayette, LA	KATC (ABC)
89	Colorado Springs, CO		KKTV (CBS)
186	Grand Junction, CO		KKCO (NBC)
188	Twin Falls, ID		KMVT (CBS)

SGH (Purchase Price of $2 million):

126	Columbus, GA	WLTZ (NBC)
140	Lubbock, TX	KJTV (FOX)

BCI (Purchase Price of $80 million):

48	Louisville, KY	WDRB (FOX), WBKI (CW)
90	Springfield MO - Champaign/Decatur, IL	WAND (NBC)
190	Lima, OH	WLIO (NBC)

AMG (Purchase Price of $171 million):

73	Huntsville, AL	WAAY (ABC)
92	Paducah, KY - Cape Girardeau, MO - Harrisburg, IL	WSIL (ABC)
109	Evansville, IN	WEVV (CBS/FOX)
108	Ft. Wayne, IN	WFFT (FOX)
127	Montgomery, AL	WCOV (FOX)
124	Lafayette, LA	KADN (FOX/NBC)
135	Columbus-Tupelo, MS	WTVA (ABC/NBC)
137	Rockford, IL	WREX (NBC)
160	Terre Haute, IN	WTHI (CBS/FOX)
189	West Lafayette, IN	WLFI (CBS)

Capital Expenditures . Including capital expenditures related to our Assembly Atlanta project, we currently expect that our routine capital expenditures will be in a range of approximately $37 million to $42 million for the remainder of 2025. We incurred costs to build public infrastructure within the Assembly Atlanta project. Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we receive cash reimbursements for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. Consistent with previous practice, we anticipate transferring certain public infrastructure at Assembly Atlanta to the CID for which we anticipate receiving proceeds during 2025. We received reimbursements totaling $5 million in the 2025 nine-month period and we expect reimbursements of approximately $25 million during the remainder of 2025, and that our capital expenditures for Assembly Atlanta in 2025 will approximate the reimbursements we expect to receive. We can give no assurances of the actual proceeds to be received in the future from the CID, nor the timing of any such proceeds.

Other. We file a consolidated federal income tax return and such state and local tax returns as are required. During the 2025 three and nine-month period, we made $39 million of federal or state income tax payments. We currently expect that for the remainder of 2025, we will not be required to make any material income tax payments. As of September 30, 2025, we have an aggregate of approximately $252 million of various state operating loss carryforwards, of which we expect that approximately $173 million will not be utilized due to Section 382 limitations under the Internal Revenue Code and those that will expire prior to utilization. After applying our state effective tax rate, this amount is included in our valuation allowance for deferred tax assets.

The Gray Pension Plan. On April 25, 2025, the Gray Media, Inc. Retirement Plan (“the Gray Pension Plan”) purchased a non-participating single premium group annuity contract for $18 million from American United Life Insurance Company, a OneAmerica Financial Company. The contract assumes the obligation to provide monthly annuity payments for a subset of the plan’s retirees beginning July 1, 2025. On September 1, 2025, the Gray Pension Plan paid out $15 million in lump sum payments to terminated participants with a vested benefit. The Gray Pension Plan was amended for this temporary opportunity.

The plan was remeasured as of September 30, 2025, to reflect both events, resulting in a decrease to the projected benefit obligation of $33 million. A settlement charge of $4 million is recognized in the net benefit cost for the nine-month period ended September 30, 2025. The accumulated other comprehensive income associated with the plan decreased by $3 million, net of the related income tax benefit, for the nine-month period ended September 30, 2025.

During the 2025 nine-month period, we did not make a contribution to our defined benefit pension plan. During the remainder of 2025, we do not expect to contribute to this pension plan.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require judgments or estimations in their application where variances in those judgments or estimations could make a significant difference to future reported results. These critical accounting policies and estimates are more fully discussed in our 2024 Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains and incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements are all statements other than those of historical fact. When used in this annual report, the words “believes,” “expects,” “anticipates,” “estimates,” “will,” “may,” “should” and similar words and expressions are generally intended to identify forward-looking statements. These forward-looking statements reflect our then-current expectations and are based upon data available to us at the time the statements are made. Forward-looking statements may relate to, among other things, the economy in general, our strategies, expected results of operations, general and industry-specific economic conditions, future pension plan contributions, future capital expenditures, future proceeds from Assembly Atlanta CID infrastructure related payments and land sales, future income tax payments, future payments of interest and principal on our long-term debt, future interest expenses under our Securitization Facility, future interest expense under our interest rate caps, assumptions underlying various estimates and estimates of future obligations and commitments, and should be considered in context with the various other disclosures made by us about our business. Readers are cautioned that any forward-looking statements, including those regarding the intent, belief or current expectations of our management, are not guarantees of future performance, results or events and involve significant risks and uncertainties, and that actual results and events may differ materially from those contained in the forward-looking statements as a result of various factors including, but not limited to, those listed in Item 1A. of our Annual Report and the other factors described from time to time in our SEC filings. The forward-looking statements included in this quarterly report are made only as of the date hereof. We undertake no obligation to update such forward-looking statements to reflect subsequent events or circumstances.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We believe that the market risk of our financial instruments as of September 30, 2025 has not materially changed since December 31, 2024. Our market risk profile on December 31, 2024 is disclosed in our 2024 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the CEO and CFO have concluded that our controls and procedures were effective as of September 30, 2025.

Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting during the nine-months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of our Annual Report on Form 10-K for the year ended December 31, 2024. For more information, see Note 10. “Commitments and Contingencies” within the accompanying condensed consolidated financial statements.

Item 1A. Risk Factors

In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the risk factors that affect our business and financial results that are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.

Item 5. Other Information

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended September 30, 2025.

Item 6. Exhibits

The following exhibits are filed as part of this quarterly report:

Exhibit Number		Description of Document

4.1		Indenture, dated as of July 18, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 18, 2025)

4.2		Form of 9.625% Senior Secured Second Lien Note due 2032 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on July 18, 2025)

4.3		Indenture, dated as of July 25, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 25, 2025)

4.4		Form of 7.25% Senior Secured First Lien Note due 2033 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on July 25, 2025)

10.1		Fifth Amendment to Credit Agreement, dated as of July 18, 2025, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 18, 2025)

31.1		Rule 13(a) – 14(a) Certificate of Chief Executive Officer

31.2		Rule 13(a) – 14(a) Certificate of Chief Financial Officer

32.1		Section 1350 Certificate of Chief Executive Officer

32.2		Section 1350 Certificate of Chief Financial Officer

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		The cover page from Gray Media, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2025 has been formatted in Inline XBRL and contained in Exhibit 101.

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, thereunto duly authorized.

		GRAY MEDIA, INC.
		(Registrant)




Date: November 7, 2025	By:	/s/ Jeffrey R. Gignac
		Jeffrey R. Gignac
		Executive Vice President and Chief Financial Officer

TABLE OF CONTENTS

Part I Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosure About Market Risk Item 4. Controls and Procedures Part II. Other Information Part II Item 1. Legal Proceedings Item 1A. Risk Factors Item 5. Other Information Item 6. Exhibits

Exhibits

4.1 Indenture, dated as of July 18, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 18, 2025) 4.2 Form of 9.625% Senior Secured Second Lien Note due 2032 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on July 18, 2025) 4.3 Indenture, dated as of July 25, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 25, 2025) 4.4 Form of 7.25% Senior Secured First Lien Note due 2033 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on July 25, 2025) 10.1 Fifth Amendment to Credit Agreement, dated as of July 18, 2025, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 18, 2025) 31.1 Rule 13(a) 14(a) Certificate of Chief Executive Officer 31.2 Rule 13(a) 14(a) Certificate of Chief Financial Officer 32.1 Section 1350 Certificate of Chief Executive Officer 32.2 Section 1350 Certificate of Chief Financial Officer

GTN 10-Q Quarter ended Sept. 30, 2025

Exhibits