| (a) | List of Financial Statements and Financial Statement Schedules: |
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| (1) | Financial Statements. See Part II, Item 8. for the index to financial statements. |
| (2) | Financial statement schedules: The following financial statement schedule of Gray Media, Inc. is included in Item 15(c): Schedule II – Valuation and qualifying accounts. |
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.
| Exhibit Number | Description of Documents |
|---|
| 3.1 | Amended and Restated Articles of Incorporation of Gray Media, Inc. |
| 3.2 | Bylaws of Gray Media, Inc. as amended |
| 4.1 | Indenture, dated as of June 14, 2016, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on June 15, 2016) |
| 4.2 | First Supplemental Indenture, dated as of September 14, 2016, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 14, 2016) |
| Exhibit Number | Description of Documents |
|---|
| 4.3 | Second Supplemental Indenture, dated as of January 2, 2019, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of June 14, 2016 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on January 3, 2019) |
| 4.4 | Third Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of June 14, 2016 (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on December 1, 2021) |
| 4.5 | Form of 5.875% Senior Note due 2026 (incorporated by reference to Exhibit A to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on June 15, 2016) |
| 4.6 | Indenture, dated as of November 16, 2018, by and among Gray Escrow, Inc., Gray Media, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 16, 2018) |
| 4.7 | First Supplemental Indenture, dated as of January 2, 2019, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 16, 2018 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on January 3, 2019) |
| 4.8 | Second Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 16, 2018 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on December 1, 2021) |
| 4.9 | Form of 7.000% Senior Note due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 to our Current Report on form 8-K filed with the SEC on November 16, 2018) |
| 4.10 | Description of securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 27, 2020) |
| 4.11 | Indenture, dated as of October 19, 2020, by and among Gray Media, Inc., the Guarantors signatory thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on October 19, 2020) |
| 4.12 | First Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of October 19, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on December 1, 2021) |
| Exhibit Number | Description of Documents |
|---|
| 4.13 | Form of 4.750% Senior Note due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on October 19, 2020) |
| 4.14 | Indenture, dated as of November 9, 2021, by and among Gray Escrow II, Inc., Gray Media, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2021) |
| 4.15 | Form of 5.375% Senior Note due 2031 (incorporated by reference to Exhibit A to Exhibit 4.1 of our Current Report on Form 8-K filed with the SEC on November 9, 2021) |
| 4.16 | First Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 9, 2021 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 1, 2021) |
| 4.17 | Indenture, dated as of June 3, 2024, 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 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024) |
| 4.18 | Form of 10.500% Senior Secured First Lien Note due 2029 (incorporated by reference to Exhibit A to Exhibit 4.1 of our Current Report on Form 8-K filed with the SEC on June 4, 2024) |
| 10.1 | Third Restatement Agreement, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders and agents party thereto. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2021) |
| 10.2 | Fifth Amended and Restated Credit Agreement, dated as of December 1, 2021, by and among Gray Media, Inc., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on November 9, 2021) |
| 10.3 | First Amendment to Fifth Amended and Restated Credit Agreement, dated as of December 1, 2020, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 21, 2023) |
| Exhibit Number | Description of Documents |
|---|
| 10.4 | Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of February 16, 2024, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 20, 2024) |
| 10.5 | Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of June 4, 2024, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 4, 2024) |
| 10.6 | Director Restricted Stock Plan (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K (File No. 001-13796) for the year ended December 31, 2002)* |
| 10.7 | Form of Nonqualified Stock Option Award Agreement Pursuant to 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)* |
| 10.8 | Form of Restricted Stock Award Agreement Pursuant to 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)* |
| 10.9 | Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed with the SEC on May 3, 2017)* |
| 10.10 | Form of Director Restricted Stock Award Agreement pursuant to the Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)* |
| 10.11 | Executive and Key Employee Change in Control Severance Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)* |
| 10.12 | Form of Employee Restricted Stock Award Agreement pursuant to the Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)* |
| 10.13 | Form of Employee Restricted Stock Units Award Agreement pursuant to the Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)* |
| 10.14 | Gray Media, Inc. 2022 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022) |
| Exhibit Number | Description of Documents |
|---|
| 10.15 | Offer letter, dated June 22, 2018 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on January 3, 2019)* |
| 10.16 | Receivables Purchase Agreement, dated as of February 23, 2023, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Media, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023) |
| 10.17 | First Amendment to the Receivables Purchase Agreement, dated as of June 18, 2024, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Media, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 21, 2024) |
| 10.18 | Second Amendment to the Receivables Purchase Agreement, dated as of July 19, 2024, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Television, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024) |
| 10.19 | Receivables Sale Agreement, dated as of February 23, 2023, among Gray Media Group, Inc., the various entities listed on schedule I thereto, Gray Media, Inc., and Gray AR, LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on February 27, 2023) |
| 10.20 | Performance Undertaking, dated as of February 23, 2023, by Gray Media, Inc., in favor of Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on February 27, 2023) |
| 19.1 | Insider Trading Policy |
| 21.1 | Subsidiaries of the Registrant |
| 23.1 | Consent of RSM US LLP |
| 31.1 | Rule 13a-14(a) Certificate of Chief Executive Officer |
| 31.2 | Rule 13a-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 |
| 97.1 | Compensation Clawback Policy |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| Exhibit Number | Description of Documents |
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| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | The cover page from Gray Media, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 has been formatted in Inline XBRL. |
| * | Management contract or compensatory plan or arrangement. |
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| (c) | Financial Statement Schedules – The response to this section is submitted as a part of Item 15(a) (1) and (2). |
SCHEDULE II–** VALUATION AND QUALIFYING ACCOUNTS**
| Col. A · Col. B · Col. C · Col. D · Col. E |
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| Additions |
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| (1) | | (2) | |
| Balance at · Charged to · Charged to · Balance at |
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| Beginning · Costs and · Other · End of |
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| Description | of Period | Expenses | | Accounts (a) (b) | | Deductions (b) | | Period | |
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| Year Ended December 31, 2024: |
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| Allowance for credit losses | $17 | $2 | | $ | - | | $(4) | $15 | |
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| Valuation allowance for deferred tax assets | $9 | $ | - | | $(2) | $ | - | | $7 |
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| Year Ended December 31, 2023: |
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| Allowance for doubtful accounts | $16 | $21 | | $ | - | | $(20) | $17 | |
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| Valuation allowance for deferred tax assets | $10 | $ | - | | $(1) | $ | - | | $9 |
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| Year Ended December 31, 2022: |
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| Allowance for doubtful accounts | $16 | $1 | | $ | - | | $(1) | $16 | |
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| Valuation allowance for deferred tax assets | $22 | $ | - | | $(12) | $ | - | | $10 |
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| (a) | The adjustment to the valuation allowance for deferred tax assets represents changes in estimates of our future taxable income and our estimated future usage of certain net operating loss carryforwards, as well as expiration of certain net operating loss carryforwards. |
| (b) | The adjustments to our allowance for credit losses include net adjustments related to write-offs of receivable balances not considered collectible less recoveries of amounts previously considered to be uncollectable. |
