GRAY MEDIA, INC

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except for share data)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except for per share data)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)

(in millions, except for number of shares)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 June 30, 2025and for thethree* andsix month periods ended* June 30, 2025and2024,* 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 Form10-Q and Article10 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 informationnot 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 oftwo 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 havenot 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 Form10-K for the year ended* December 31, 2024 (the“2024* Form10-K”). Our financial condition as of, and operating results for thethree andsix-months ended* June 30, 2025,arenot* necessarily indicative of the financial condition or results that* maybe 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 thefirst and/orsecond 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 income (expense), net in our 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 donot have readily determinable pricing, and for which the Company doesnot have control or doesnot 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 income (expense), net in our consolidated statements of operations. These investments are reported together as a non-current asset on our consolidated balance sheets.

*Use of Estimates.*The preparation of financial statements in conformity with 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.

9

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 doesnot 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, arenot included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is 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 thethree andsix-month periods ended* June 30, 2025and2024,* respectively (in millions):

Accumulated Other Comprehensive Loss.Our accumulated other comprehensive loss balances as of June 30, 2025and* December 31, 2024,consist of adjustments to our pension liability and changes in the fair value of our interest rate caps, each net of tax. Our comprehensive income for thesix*-months ended* June 30, 2025and2024* consisted of our net income and recognition of the fair value adjustment related to our interest rate caps, and the related income tax benefit. As of* June 30, 2025and December 31, 2024*the balances were as follows (in millions):

10

*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):

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 thesix month periods ended* June 30, 2025and2024,* respectively.

11

The following tables provide additional information related to loss on disposal of assets, net 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):

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 account 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 certainthird*-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") Topic860.*

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 andnot 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 donot 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 adjustedone-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 arenot 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.

12

The proceeds of the Securitization Facility are classified as operating activities in our 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 havenot 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* June 30, 2025and December 31, 2024,respectively, which was derecognized from the respective Consolidated Balance Sheets. As collateral against sold receivables, the SPV maintains a certain level of unsold receivables, which was $227 million and $337 million at June 30, 2025and December 31, 2024,respectively. Total receivables sold under the Securitization Facility were $627 million and $597 million in thesix*-months ended* June 30, 2025and2024,* 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):

Recent Accounting Pronouncements.In December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09, Income Taxes (Topic740), 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 donot expect that the implementation of these changes will have a material effect on our financial statements.

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-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 donot* expect that the implementation of these changes will have a material impact on our financial statements.

*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 balance sheet as advertising deposit liabilities. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the invoiced amounts. Therefore, we record invoiced amounts in accounts receivable on our balance sheet. 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 thesix-months ended* June 30, 2025that 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 as earned in future periods.

13

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

*Disaggregation of Revenue.*Revenue from our production companies segment, is generated through our direct sales channel. Revenue from our broadcast 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):

14

As of* June 30, 2025and December 31, 2024,long-term debt consisted of obligations under our Senior Credit Agreement (as defined below), our 5.875% senior notes due2026* (the*“2026* Notes”), our 7.0% senior notes due2027 (the*“2027* Notes”), our 10.5% senior notes due2029 (the*“2029* Notes”), our 4.75% senior notes due2030 (the*“2030* Notes”) and our 5.375% notes due2031 (the*“2031* Notes”), as follows (in millions):

Revolving Credit Facility. On* March 31, 2025,we entered into afourth* amendment (the “Fourth Amendment”) of our Senior Credit Agreement. 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 werenot material.

Because of their relationship to the interest rate caps, described below, borrowings under the2021 Term Loan and2019 Term Loan bear interest at the1-month SOFR rate, plus applicable margin. As of* June 30, 2025,the interest rate on the balance outstanding under the2024* Term Loan and the2021Term Loan were 9.6% and 7.4%, respectively.

Interest Rate Caps. On* February 23, 2023,we entered intotwo* interest rate caps pursuant to an International Swaps and Derivatives Association Master Agreement (the “ISDA Master Agreement”) withtwo counterparties, Wells Fargo Bank, NA and Truist Bank, respectively. On* May 30, 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 June 30, 2025and December 31, 2024,the caps had a combined notional value of approximately $1.9 billion 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 in1*-month SOFR on our outstanding variable-rate debt in accordance with ASC815. We elected to apply the optional expedient in ASC848, Reference Rate Reform, that enabled us to consider the amended swaps a continuation of the existing contracts. As a result, the transition didnot have an impact on our hedge accounting or a material impact to our financial statements.

15

The interest rate caps, as amended, effectively limit the annual interest charged on our2021 Term Loan and our2024 Term Loan to a maximum of1-month Adjusted Term SOFR of4.96% and5.047%. 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* June 30, 2025and December 31, 2024,the recorded value of the asset was $6 million and $12 million, net of accumulated amortization, respectively. At June 30, 2025and 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 werenot 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 $6 million of amortization expense for the asset during each of thesix months ended* June 30, 2025and2024,* 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 thesix months ended* June 30, 2025,we didnot receive a refund of interest under the rate caps. During thesix* months ended* June 30, 2025we didnot receive any amounts under the interest rate caps. During thesix* months ended* June 30, 2024,*we received $4 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 $230 million and $210 million during thesix-months ended* June 30, 2025and2024,* respectively. During thesix-months ended* June 30, 2025and2024,* we capitalized $1 million and $1 million of interest payments, respectively, related to the Assembly Atlanta project.

As of* June 30, 2025,the aggregate minimum principal maturities of our long-term debt for the remainder of2025* and the succeeding5 years were as follows (in millions):

As of* June 30, 2025,there wereno* significant restrictions on the ability of our subsidiaries to distribute cash to us or to the guarantor subsidiaries. The2019 Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply. The2026 Notes, the2027 Notes, the2029 Notes, the2030 Notes and the2031 Notes also include covenants with which we must comply. As of* June 30, 2025and December 31, 2024,*we were in compliance with all required covenants under all our debt obligations.

16

We measure certain assets and liabilities at fair value, which are classified by the FASB Codification within the fair value hierarchy as Level1, 2, or3, 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.

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* June 30, 2025and December 31, 2024.*

At* June 30, 2025and 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 $5.2 billion and $4.6 billion, respectively. The fair value of our long-term debt is based on observable estimates provided bythird*-party financial professionals as of each date, and as such is classified within Level2 of the fair value hierarchy.

The fair value of our interest rate caps are based on observable estimates provided by the counterparties and, as such, are classified within Level2 of the fair value hierarchy. At* June 30, 2025,the fair value of the interest caps was a liability of $33 million, and is recorded within other accrued expenses in our condensed consolidated balance sheets. At December 31, 2024,*the fair value of the interest caps was a liability of $32 million, and was recorded within other long-term liabilities in our condensed consolidated balance sheets.

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 hasone 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 on* March 14, 2025,** June 13, 2025,** March 15, 2024and June 14, 2024,payable on March 31, 2025,** June 30, 2025,** March 28, 2024and June 28, 2024,respectively. The total dividends declared and paid during thesix*-months ended* June 30, 2025and2024* was $16 million and $16 million, respectively.

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 June 30, 2025,*we had reserved 16.8 million shares and 2.5 million shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.

The components of our net periodic pension benefit are included in miscellaneous income in our Condensed Consolidated Statements of Operations. During thesix-months ended* June 30, 2025and2024,* the amount recorded as a benefit wasnot material, and we didnot make a contribution to our defined benefit pension plans. During the remainder of2025, we donot expect to make a contribution to these plans.

17

During thesix-month period ended* June 30, 2025,we contributed $14 million in matching cash contributions to the401*(k) plan. Based upon employee participation as of* June 30, 2025,during the remainder of2025,* we expect to contribute $10 million of matching cash contributions to this plan.

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 thethree andsix-month periods ended* June 30, 2025and2024* (in millions):

All shares of common stock and Class A common stock underlying outstanding restricted stock units and performance awards are counted as issued at target levels under the2022 EICP for purposes of determining the number of shares available for future issuance.

A summary of restricted common stock and Class A common stock activity for thesix-month periods ended* June 30, 2025and2024,* respectively, is as follows:

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

18

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 generallynot known. Right-of-use (“ROU”) assets related to our operating lease liabilities are measured at lease inception 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 inception* 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* June 30, 2025,our operating leases substantially have remaining terms ofone year to 99 years, some of which include options to extend and/or terminate the leases. We donot* recognize lease assets and lease liabilities for any lease with an original lease term of less thanone 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 statement of cash flows for thesix-months ended* June 30, 2025and2024.*

As of* June 30, 2025,the weighted-average remaining term of our operating leases was approximately 9 years. The weighted-average discount rate used to calculate the values associated with our operating leases was 6.9%. The table below describes the nature of our lease expense and classification of operating lease expense recognized in thethree* andsix-months ended* June 30, 2025and2024,* respectively (in millions):

The maturities of operating lease liabilities as of* June 30, 2025,for the remainder of2025* and the succeedingfive years were as follows (in millions):

As a Lessor. We lease or sublease our owned or leased production facilities, land, towers and office space through operating leases withthird 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.

19

We recognize revenue from fixed payments on a straight-line basis over the applicable term of the lease agreements, whose lives range betweenone and 14 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 $10 million and $9 million as of June 30, 2025and December 31, 2024,*respectively. We recognize revenue from variable payments each period as earned.

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

The following table describes the nature of our lease revenue and classification of operating lease revenue recognized in thethree andsix-months ended* June 30, 2025and2024* (in millions):

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

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 willnot 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.

20

During thesix-months ended* June 30, 2025,we recorded a non-cash impairment charge of $28 million related to the changes to the network affiliation atone* 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):

A summary of changes in our goodwill and other intangible assets, on a net basis, for thesix-months ended* June 30, 2025*is as follows (in millions):

Amortization expense for thesix-months ended* June 30, 2025and2024* was $57 million and $63 million, respectively. Based on the current amount of intangible assets subject to amortization, we expect that amortization expense for the remainder of2025 will be approximately $56 million, and, for the succeedingfive years, amortization expense will be approximately as follows:2026, $83 million;2027, $47 million;2028, $13 million;2029, $3 million; and2030, $2 million. If and when acquisitions and dispositions occur in the future, actual amounts* may*vary materially from these estimates.

.

21

For thethree andsix-month periods ended* June 30, 2025and2024,* our income tax expense and effective income tax rates were as follows (dollars in millions):

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 the2025 six-month period, these estimates increased or decreased our statutory federal income tax benefit rate of 21% as a result of permanent differences that resulted in a decrease of 24%, state income taxes that resulted in a decrease of 3%, and discrete items that resulted in a decrease of 4%. For thesix-months ended* June 30, 2024,*these estimates increased or decreased our statutory federal income tax rate of 21% as a result of state income taxes that resulted in an increase of 5%, permanent differences that resulted in an increase of 1% and changes to our reserves that resulted in a decrease of 2%.

During thesix-months ended* June 30, 2025,we made $39 million of federal and state income tax payments, net of refunds. As of June 30, 2025,we have an aggregate of approximately $252 million of various state operating loss carryforwards, of which we expect that approximately $173 million willnot* be utilized due to section382 limitations 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.

22

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 arenot regularly provided to the CODM. The following tables present our business segment information (in millions):

(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 (gain) loss on disposal of assets, professional services expense, repairs and maintenance expense, occupancy expense (including property tax expense), and certain overhead expenses.

23

Income Taxes. On* July 4, 2025,the United States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes 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 Section163*(j), in addition to other changes. We anticipate an impact to income taxes payable and deferred tax assets and liabilities in the period of enactment. We continue to evaluate the impact the new legislation will have on the consolidated financial statements.

Acquisitions and Divestitures. Subsequent to the end of thesecond quarter, we entered into and announced 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”). In addition to advancing strategic goals for our television station operations, we anticipate that upon closing all of these transactions they will contribute to our efforts to reduce the company’s Leverage Ratio as defined in our Senior Credit Agreement.

On* July 7, 2025,we announced that we had entered into agreements with Scripps to swap television stations acrossfive* mid-sized and small markets. The transaction involves the acquisition by Gray of WSYM (Fox) in Lansing, Michigan (DMA113), and KATC (ABC) in Lafayette, Louisiana (DMA125), and the sale by Gray of KKTV (CBS) in Colorado Springs, Colorado (DMA86), KKCO (NBC) and low power station KJCT-LP (ABC) in Grand Junction, Colorado (DMA187), and KMVT (CBS) and low power station KSVT-LD (Fox) in Twin Falls, Idaho (DMA189). The swap involves the even exchange of comparable assets, and, as such, neither company will pay cash consideration to the other.

On* July 31, 2025,we announced that we reached an agreement with SGH to acquire SGH’s WLTZ (NBC) in Columbus, Georgia (DMA127*) and KJTV (FOX) in Lubbock, Texas (DMA140) for a total purchase price of less than $2 million. For the past several years, Gray has provided back-office services to both stations through WTVM (ABC) in Columbus and KCBD (NBC) in Lubbock, respectively.

On* August 1, 2025,we announced that we reached an agreement with BCI to acquire its television stations for $80 million. The transaction includes WDRB (FOX) and WBKI (CW) in Louisville, Kentucky (DMA49*), where Gray owns WAVE (NBC). The transaction also includes WAND (NBC) in the Springfield-Champaign-Decatur, Illinois, market (DMA92), and WLIO (NBC) and associated low power television stations in Lima, Ohio (DMA190).

On* August 8, 2025,we announced that we reached an agreement with AMG to acquire AMG’s television stations inten* markets for $171 million, as follows:

We anticipate closing the transactions with Scripps, SGH, BCI and AMG in thefourth quarter of this year following receipt of regulatory approvals, including certain waivers, and other customary approvals.

Refinancing activities. On* July 18, 2025,we issued $900 million in aggregate principal amount of 9.625% Senior Secured Second Lien Notes due2032* (the*“2032* Notes”) 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 Indenture”). The2032 Notes were issued at par. Interest in the2032 Notes accrues from* July 18, 2025,and is payable semiannually, on January 15and July 15of each year, beginning on January 15, 2026.*

The net proceeds from the2032 Notes together with $50 million borrowed under our Revolving Credit Facility, were used to repurchase all $528 million of face value of our outstanding 7.0%2027 Notes; to repay $403 million of our2024 Term Loan under the Senior Credit Agreement; and pay transaction expenses incurred in connection with the offering.

The2032 Notes and related guarantees are our senior securedsecond lien obligations. The2032 Notes:

On* July 18, 2025,we entered into an amendment to the Senior Credit Agreement (the “Fifth Amendment” and as amended, including by the Fifth Amendment, the “Fifth Amended 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 31, 2028.*

24

On* July 25, 2025,we issued $775 million in aggregate principal amount of 7.25% Senior Secured First Lien Notes due2033* (the*“2033* Notes”) 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 Indenture”). The2033 Notes were issued at par. Interest in the2033 Notes accrues from* July 25, 2025,and is payable semiannually, on February 15and August 15of each year, beginning on February 15, 2026.*

The net proceeds from the2033 Notes were used to repay the following amounts under our Senior Credit Agreement, $630 million of our2021 Term Loan; $80 million of our2024 Term Loan; all $50 million outstanding under our Revolving Credit Facility and pay transaction expenses incurred in connection with the offering.

The2033 Notes and related guarantees are our senior securedfirst lien obligations. The2033 Notes:

As a result of each of these refinancing subsequent events, we expect to record a loss on early extinguishment of debt in thethird quarter of2025. The amount of this loss isnot presently determinable.

25