GRAY MEDIA, INC

GRAY MEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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GRAY MEDIA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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GRAY MEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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GRAY MEDIA, INC.

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

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GRAY MEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

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GRAY MEDIA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

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GRAY MEDIA, INC.

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, 2025, which was derived from our audited financial statements as of December 31, 2025, and our accompanying unaudited condensed consolidated financial statements as of September 30, 2026 and for the three and nine-month periods ended September 30, 2026 and 2025, 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 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 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, 2025 (the “2025 Form 10-K”). Our financial condition as of, and operating results for the three and nine-months ended September 30, 2026, 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, 2026.

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 117 television markets that collectively reach approximately 37% of US television households. The portfolio includes 78 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station in average all-day ratings across the 116 of such markets that were measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 46 markets and 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.

Variable Interest Entities. We evaluate our investments and joint ventures to determine whether they constitute variable interest entities. We consolidate a VIE when we determine that we are the primary beneficiary. This occurs when, subject to the ultimate control of the licensees, we have the power to direct the activities that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Intercompany balances and transactions are eliminated in consolidation. The Company evaluates variable interest entities for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

Equity Method Investments. 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 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 income, net in our condensed 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 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.

*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”). The amount sold to the Purchasers was $379 million and $400 million at September 30, 2026 and December 31, 2025, 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 $179 million and $344 million at September 30, 2026 and December 31, 2025, respectively. Total receivables sold under the Securitization Facility were $524 million and $589 million at September 30, 2026 and December 31, 2025, 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):

*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 during the nine-month period ended September 30, 2025. During the nine-months ended September 30, 2026, we didnot receive any cash proceeds from the CID.

The following table provides additional information related to the (gain) loss on disposal of long-lived assets, net in our condensed consolidated statements of operations (in millions):

*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, 2026 and 2025, respectively (in millions):

In the table above, for the three and nine-months ended September 30, 2026, there wereno restricted stock or performance awards that were excluded due to reporting net income attributable to common shareholders for each period. The three and nine-months ended September 30, 2025 exclude 5,294,567 restricted stock and performance awards due to their dilutive effect on our net loss attributable to common shareholders for each period. See Note 8 “Stock-based Compensation”.

*Accumulated Other Comprehensive Loss.*Our accumulated other comprehensive loss balances as of September 30, 2026 and December 31, 2025, consist of adjustments to our pension liability, net of tax. Our comprehensive income for the nine-months ended September 30, 2026 included only our net income. Our comprehensive loss for the nine-months ended September 30, 2025 included an adjustment of the fair value of our pension asset and interest rate caps, net of tax, and net loss.

*Recent Accounting Pronouncements.*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.

Certain amounts have been reclassified to conform to the current presentation in our condensed consolidated statement of cash flows and the notes to our condensed consolidated 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 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 $7 million of revenue in the nine-months ended September 30, 2026 that was included in the advertising deposit liability balance as of December 31, 2025. 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):

*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):

WBBJ

On January 1, 2026, we acquired all of the non-license assets of WBBJ-TV (ABC/CBS) in the Jackson, Tennessee market (DMA 175) (“WBBJ”) from Bahakel Communications, Ltd. On February 13, 2026, we acquired all of the WBBJ license assets. Total consideration for the acquisition of WBBJ was $25 million plus $2 million in net working capital adjustments, of which we paid $15 million in the fourth quarter of 2025, $10 million in the first quarter of 2026 and $2 million in net working capital adjustments in the second quarter of 2026.

Allen Media Group - Three Markets

On March 27, 2026, we acquired WTVA (ABC/NBC) in Columbus-Tupelo, Mississippi (DMA 135), WTHI (CBS/FOX) in Terre Haute, Indiana (DMA 160), and WLFI (CBS) in West Lafayette, Indiana (DMA 189) (collectively, the “Allen 3”) from Allen Media Group, Inc. (“AMG”) for a total consideration of $56 million.

Allen Media Group - Seven Markets

On May 1, 2026, we acquired WAAY (ABC) in Huntsville, Alabama (DMA 73), WSIL (ABC) in Paducah, Kentucky, Cape Girardeau, Missouri and Harrisburg, Illinois (DMA 92), WEVV (CBS/FOX) in Evansville, Indiana (DMA 109), WFFT (FOX) in Fort Wayne, Indiana (DMA 108), WCOV (FOX) and WIYE (Independent) in Montgomery, Alabama (DMA 127), KADN (FOX) and KLAF (NBC) in Lafayette, Louisiana (DMA 124) and WREX (NBC) in Rockford, Illinois (DMA 137) (collectively, the “Allen 7”) from AMG for a total consideration of $115 million.

Block Communications, Inc.

On May 6, 2026, we acquired WDRB (FOX), WBKI (CW) in Louisville, Kentucky (DMA 48), WAND (NBC) in Champaign and Decatur, Illinois (DMA 90), and WLIO (NBC) in Lima, Ohio (DMA 190) (collectively, “Block”) from Block Communications, Inc. for a total consideration of $80 million.

Sagamore Hill Broadcasting, Inc.

On May 8, 2026, we acquired WLTZ (NBC) in Columbus, Georgia (DMA 126) and KJTV (FOX) in Lubbock, Texas (DMA 140) (collectively, “SGH”) from Sagamore Hill Broadcasting, Inc. for a total consideration of $2 million.

The following table summarizes the allocation of the assets acquired and liabilities assumed for the previously described acquisitions (in millions):

The E. W. Scripps Company

On May 15, 2026, we divested KKTV (CBS) in Colorado Springs, Colorado (DMA 89), KKCO (NBC) in Grand Junction, Colorado (DMA 186) and KMVT (CBS) in Twin Falls, Idaho (DMA 188) to acquire WSYM (FOX) in Lansing, Michigan (DMA 113) and KATC (ABC) in Lafayette, Louisiana (DMA 124) (collectively, the “Station Swap”) from The E. W. Scripps Company. There was no cash or other consideration exchanged in the Station Swap other than the exchange of the assets held by these stations. We remeasured the net assets divested, and based on their fair value of $70 million, recognized a $22 million non-cash loss in the Station Swap which was recorded in (gain) loss on long-lived assets, net in the condensed consolidated statements of operations for the nine-months ended September 30, 2026.

The following table summarizes the assets and liabilities divested and the allocation of the assets acquired and liabilities assumed for the Station Swap (in millions):

American Spirit Media

On June 29, 2026, we entered into an asset and equity purchase agreement (“The Purchase Agreement”) with American Spirit Media, LLC (“ASM”) and Southeastern Media Holdings, Inc. (“SMH”), a wholly owned subsidiary of ASM. Under the terms of this agreement, we agreed to acquire the assets of three television stations from ASM and to acquire the equity of SMH, which contains the assets of three additional television stations, thereby acquiring a total of six television stations (collectively, the “ASM Stations”). The terms of the agreement further provide that the transactions will be completed in two closings. The first closing of the agreement was completed on July 1, 2026, in which we acquired the non-license assets of the three stations directly owned by ASM and entered into a local programming and marketing agreement (“LMA”) to operate all six stations, through which we operate the stations by providing programming, sales, operational and administrative services. The second closing of the agreement, under which we will acquire the FCC licenses and related license assets of the three stations directly owned by ASM and the equity of SMH, will be completed upon receipt of the required regulatory approvals and other customary closing conditions. We currently expect that the second closing will be completed late in the fourth quarter of 2026; however, we can provide no assurance that we will receive the required regulatory approvals. Total consideration for the acquisition is anticipated to be $50 million. We paid $40 million of the total consideration at the first closing date and funded the payment with proceeds from the issuance of the additional 2033 1L Notes as described in Note 4 “Long Term Debt”. We anticipate paying the remaining $10 million of consideration upon completion of the second closing.

The ASM Stations are as follows:

We account for this transaction as a business combination achieved through contractual arrangements under ASC 805 and ASC 810. We evaluated our arrangements with ASM and SMH and concluded that they represent a Variable Interest Entity (“VIE”) because the holders of the equity investment at risk, lack the power through voting rights to direct the activities that most significantly impact its economic performance. We currently do not hold the equity investment at risk. We concluded that we are the primary beneficiary of the VIE because, under the terms of the associated LMA, we provide programming, sales, operational, and certain administrative services. These services give us the power to direct the daily television station operations and commercial strategy, which represent the activities that most significantly impact the economic performance of the VIE, while we also maintain the obligation to absorb any potential losses.

Consequently, we consolidated the VIE effective July 1, 2026, and recorded the assets acquired and liabilities assumed at fair value. All intercompany balances have been eliminated. The remaining $10 million payable to the lender of ASM is expected to be paid at second closing and is included in other accrued expenses on our condensed consolidated balance sheets. The total preliminary purchase price allocated to the assets acquired and liabilities assumed was based on their estimated fair values as of July 1, 2026. No fair value was assigned to non-controlling interest as the final payment of $10 million represents the remaining value of the outstanding equity in ASM. Furthermore, due to the rights and obligations under the LMA, we are responsible for funding all operating losses of ASM and receives all operating income.

Until completion of the second closing, the assets of the consolidated VIE can only be used solely to settle the obligations of the VIE, and the creditors of the VIE do not have recourse to our general credit.

The following table summarizes the provisional allocation of the assets acquired and liabilities assumed for the VIE, as follows (in millions):

Amounts in the table above are not significantly different from the amounts recorded at September 30, 2026, in the accompanying condensed consolidated balance sheet.

The allocation of assets and liabilities assumed has been finalized for all acquisitions closed through September 30, 2026, other than Block, the Station Swap and ASM. The primary areas of the purchase price allocations that are not yet finalized relate to the valuation of certain tangible and intangible assets, and goodwill, which represents the excess of the purchase price over the fair value of the net tangible and other intangible assets acquired. We expect to obtain the information necessary to finalize the fair value of assets acquired during the measurement period, not to exceed one year from the respective acquisition dates. Changes to the preliminary estimate of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill in the period they occur. During the three-month period ended September 30, 2026, we recognized no measurement period adjustments.

Accounts receivable are recorded at their fair value representing the amount we expect to collect. Expected uncollectible balances are not material. Property and equipment and other intangible assets are being depreciated and amortized consistent with our accounting policies in our 2025 Form 10-K*.* Broadcast licenses are indefinite-lived intangibles.

Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, as well as future synergies that we expect to generate from each acquisition. Goodwill is generally expected to be deductible for income tax purposes, except for the portion of goodwill related to the equity purchase component of the SMH acquisition. We estimate non-deductible goodwill for SMH to be $3 million.

We recognized $11 million and $4 million in acquisition-related professional service fees during the nine-months ended September 30, 2026 and 2025, respectively, which were included in corporate and administrative expenses on the condensed consolidated statement of operations.

Unaudited Pro Forma Financial Information –2026 Acquisitions. The WBBJ, Allen 3, Allen 7, Block, SGH, ASM Stations are collectively referred to as the “2026 Acquisitions” and Station Swap. The following table sets forth certain unaudited pro forma information for the nine-months ended September 30, 2026 and September 30, 2025, assuming that the 2026 Acquisitions and Station Swap occurred on January 1, 2025 (in millions, except per share data):

This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the television stations acquired in the 2026 Acquisitions and Station Swap, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed the 2026 Acquisitions and Station Swap on January 1, 2025 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the nine-months ended September 30, 2026 and 2025 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, transaction related expenses and related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions.

Pending Acquisitions

On June 24, 2026, we entered into an agreement with WHPM-TV, LLC to acquire the television station WHPM (FOX) in Hattiesburg, Mississippi (DMA 168) and entered into a local programming and marketing agreement to operate the station effective on completion of the first closing. We paid $3 million of the total consideration and funded the payment with cash on hand. We anticipate paying the remaining $1 million of consideration upon completion of the second closing in the fourth quarter of 2026 and will fund the remaining amount due with cash on hand. The second closing is subject to regulatory approval and other customary closing conditions; however, we can provide no assurance that we will receive the required regulatory approvals.

As of September 30, 2026 and December 31, 2025, long-term debt consisted of obligations under our 2019 Senior Credit Facility (as defined below), our 5.875% senior notes due 2026 (the “2026 Notes”), our 10.5% senior secured first lien notes due 2029 (the “2029 1L Notes”), our 4.75% senior notes due 2030 (the “2030 Notes”), our 5.375% senior notes due 2031 (the “2031 Notes”), our 9.625% senior secured second lien notes due 2032 (the “2032 2L Notes”), our 7.25% senior secured first lien notes due 2033 (the “2033 1L Notes”) and our 7.500% senior secured first lien notes due 2034 (the “2034 1L Notes”) as follows (in millions):

2026 Refinancing Activities. On March 31, 2026, we entered into a sixth amendment (the “Sixth Amendment”) to our Fifth Amended and Restated Credit Agreement (as amended, including by the Sixth Amendment, the “2019 Senior Credit Facility”) which amended and restated the 2019 Senior Credit Facility in its entirety. The Sixth Amendment did not change the commitments under the revolving credit facility, the principal amounts of the term loans, or the stated maturities under our 2019 Senior Credit Facility. No new borrowings were incurred in connection with the Sixth Amendment.

On June 30, 2026, we issued $70 million in additional 2033 1L Notes in a private placement transaction. The proceeds were used to: (i) fund $40 million in purchase price consideration at the first closing of our acquisition of the ASM Stations (on July 1, 2026, described in Note 3, “Acquisitions and Divestitures”) and (ii) fund our repurchase of an aggregate of 50,000 shares of Series A Perpetual Preferred Stock of the Company (“Series A Perpetual Preferred Stock”) for $30 million. See Note 7, “Preferred Stock.”

On July 21, 2026, we repurchased, in a privately negotiated transaction, $100 million aggregate principal amount of our 2029 1L Notes and $20 million aggregate principal amount of our 2031 Notes, in each case, at a purchase price of par plus accrued and unpaid interest on the respective notes to the date of repurchase. The repurchase was funded using available liquidity, including cash on hand and borrowings under our existing revolving credit facility.

On August 21, 2026, we issued $750 million in 2034 1L Notes. The proceeds were used to: (i) redeem $675 million in 10.5% 2029 1L Notes (ii) repay $21 million in outstanding borrowings under our revolving credit facility and (iii) cover transaction fees, expenses, call premiums, and accrued interest tied to the 2029 1L Notes redemption.

The terms of the 2034 1L Notes are governed by an indenture, dated as of August 21, 2026, between Gray, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Indenture”). The Indenture contains covenants that limit the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into certain transactions with affiliates of the Company; (iv) enter into certain transactions that restrict distributions from restricted subsidiaries; (v) sell or otherwise dispose of assets; (vi) create or incur liens; (vii) merge, consolidate or sell all or substantially all of the Company’s assets; (viii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (ix) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

The Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Indenture will allow either the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding series of notes, as applicable, issued under such Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the applicable series of notes.

The 2034 1L Notes mature on September 15, 2034. Interest accrues on the 2034 1L Notes from August 21, 2026, and is payable semiannually, on March 15 and September 15 of each year, beginning on March 15, 2027. We may redeem some or all of the 2034 1L Notes at any time after September 15, 2029 at redemption prices specified in the Indenture. We may also redeem up to 40% of the aggregate principal amount of the 2034 1L Notes at 107.500% prior to September 15, 2029 using the net cash proceeds from certain equity offerings, provided, however, that at least 60% of the aggregate principal amount of the 2034 1L Notes originally issued on August 21, 2026 remains outstanding immediately after such redemption. In addition, we may redeem some or all of the 2034 1L Notes at any time prior to September 15, 2029 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a make whole premium set forth in the Indenture. Prior to September 15, 2029, we may redeem up to 10% of the original principal amount of the 2034 1L Notes (including any additional notes) in any calendar year commencing with the calendar year in which the issue date occurs (but no more than three times in total), at a price equal to 103% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the 2034 1L Notes.

The revolving credit facility bears interest, based on Term SOFR (as defined in the 2019 Senior Credit Facility) plus an applicable margin ranging from 1.75%–2.75% or the Base Rate (as defined below) plus an applicable margin ranging from 0.75%–1.75%, in each case based on the first lien net leverage ratio. We are required to pay a commitment fee on the average daily unused portion of the revolving credit facility, which rate ranges from 0.250% to 0.400% per annum, based on the first lien net leverage ratio. The term loans bear interest, at either Term SOFR plus an applicable margin or the Base Rate plus an applicable margin. “Base Rate” is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) Term SOFR for a one month tenor in effect on such day plus 1.00%. Our applicable margin with respect to the term loans is 3.00% for the 2021 term loan (plus a credit spread adjustment with respect to Term SOFR Loans with an interest period of one, three or six-months, respectively) and 2.00% for Base Rate borrowings.

As of September 30, 2026, the interest rate on the balance outstanding under the 2028 term loan was 6.8%.

For all interest-bearing obligations, we made interest payments of approximately $389 million and $331 million during the nine-months ended September 30, 2026 and 2025, respectively. During the nine-months ended September 30, 2026 and 2025, we capitalized less than $1 million and $2 million of interest payments related to the Assembly Atlanta project, respectively.

As of September 30, 2026, the aggregate minimum principal maturities of our long-term debt for the remainder of 2026 and the succeeding 5 years were as follows (in millions):

As of September 30, 2026, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or to the guarantor subsidiaries. Our 2019 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply. The 2029 1L Notes, 2030 Notes, 2031 Notes, 2032 2L Notes, 2033 1L Notes and 2034 1L Notes also include covenants with which we must comply. As of September 30, 2026 and December 31, 2025, we were in compliance with all required covenants under all our debt obligations.

See Note 15, “Subsequent Events” for information on our refinancing activities that occurred after September 30, 2026.

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.

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, 2026 and December 31, 2025.

As of September 30, 2026 and December 31, 2025, the carrying amount of our long-term debt was $5.8 billion and $5.7 billion, respectively, and the fair value was $5.2 billion and $5.5 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.

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 during March, June, and September of 2026 and 2025, payable on the last business day of March, June, and September, 2026 and 2025. The total common stock and Class A common stock dividends declared and paid during each of the nine-month periods ended September 30, 2026 and 2025 were $25 million and $24 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 September 30, 2026, we had reserved 15.5 million shares and 2.6 million shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.

At September 30, 2026 and December 31, 2025, there were 600,000 shares and 650,000 shares, respectively, of our Series A Perpetual Preferred Stock outstanding with a stated face value and liquidation value of $1,000 per share. As described in Note 4, “Long Term Debt,” on June 30, 2026, we issued $70 million of additional 2033 1L Notes in a private placement transaction, of which $30 million was used to repurchase an aggregate of 50,000 shares of Series A Perpetual Preferred Stock having an aggregate liquidation preference of $50 million for a total purchase price of $30 million plus accrued but unpaid dividends. We recognized a $20 million deemed contribution on the repurchase of the Series A Perpetual Preferred Stock on our condensed consolidated statements of operations for the calculation of net income (loss) attributable to common stockholders for the nine-months ended September 30, 2026 and on our condensed consolidated statements of stockholders’ equity.

Holders of shares of the Series A Perpetual Preferred Stock are entitled to receive mandatory and cumulative dividends paid quarterly in cash or, at the Company’s option, paid quarterly in kind by issuance of additional shares of Series A Perpetual Preferred Stock. The per-share amount of such quarterly mandatory and cumulative dividends will be calculated by multiplying the face value by 8% per annum if the dividends are to be paid in cash, or 8.5% per annum if such dividends are to be paid in additional shares of Series A Perpetual Preferred Stock (“PIK Election Dividends”). If the Company elects to pay any portion of accrued dividends with PIK Election Dividends, it will be prohibited from repurchasing, redeeming or paying dividends on any stock that is junior to the Series A Perpetual Preferred Stock through the end of that quarter and the subsequent two quarters, subject to certain exceptions.

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, 2026 and 2025 (in millions):

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, 2026 and 2025 is as follows:

As a Lessee. 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 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.

As of September 30, 2026, 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 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, 2026 and 2025.

As of September 30, 2026, the weighted-average remaining term of our operating leases was approximately nine years. The weighted-average discount rate used to calculate the values associated with our operating leases was 7.24%. 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, 2026 and 2025, respectively (in millions):

The maturities of operating lease liabilities as of September 30, 2026, for the remainder of 2026 and the succeeding 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 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 betweenone and 42 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 $12 million and $10 million as of September 30, 2026 and December 31, 2025, respectively. 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, 2026 and 2025 (in millions):

The following table presents our future minimum rental receipts for non-cancelable leases and subleases as of September 30, 2026 (in millions):

For the three and nine-month periods ended September 30, 2026 and 2025, our income tax (benefit) 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 the nine-month period ended September 30, 2026, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax expense rate of 27% as follows: state income taxes added 5%, permanent differences between our U.S. GAAP income and taxable income increased our rate by 2% and discrete items reduced our rate by 1%. For the nine-month period ended September 30, 2025, these estimates increased or decreased our statutory federal income tax benefit 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%.

During the nine-months ended September 30, 2026, we made $60 million of federal and state income tax payments, net of refunds. As of December 31, 2025, we have an aggregate of approximately $258 million of various state operating loss carryforwards, of which we expect that approximately $162 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. We reassess our state operating loss carry forwards at the end of each calendar year.

The components of our net periodic pension benefit are included in miscellaneous income in our condensed consolidated statements of operations. During the nine-months ended September 30, 2026 and 2025, the amount recorded as a benefit was not material, and we didnot make a contribution to our defined benefit pension plans. During the remainder of 2026, we donot expect to make a contribution to these plans.

During the second quarter of 2026, the Board of Directors of the Company approved the termination of the Gray Media, Inc. Retirement Plan (the “Pension Plan”). Participants were notified in July 2026 and the Pension Plan will be terminated effective October 1, 2026, subject to regulatory approval. The Company expects to settle its obligations under the Pension Plan through voluntary lump sum offers and the purchase of a group annuity contract from an insurance company in 2028, after which time the insurance company will be responsible for all participant benefit payments. The Company is currently evaluating the financial impact of the termination of the Pension Plan, including the expected settlement charge to be recognized upon settlement of the Pension Plan’s obligations.

During the nine-month period ended September 30, 2026, we contributed $19 million in matching cash contributions to the 401(k) plan. Based upon employee participation as of September 30, 2026, during the remainder of 2026, we expect to contribute $6 million of matching cash contributions to this plan.

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.

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):

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. During the nine-months ended September 30, 2026, there wereno non-cash impairment charges recognized.

For the nine-months ended September 30, 2026, the following table presents a summary of changes in our goodwill and other intangible assets, on a net basis (in millions):

As of September 30, 2026 and December 31, 2025, our intangible assets and related accumulated amortization expense consisted of the following (in millions):

Amortization expense for the nine-month periods ended September 30, 2026 and 2025 was $69 million and $80 million, respectively. Based on the intangible assets subject to amortization as of September 30, 2026, we expect that amortization expense for the remainder of 2026 would be approximately $13 million, and, for the succeeding five years, amortization expense will be approximately as follows: 2027, $42 million; 2028, $14 million; 2029, $3 million; 2030, $3 million; 2031, $2 million and thereafter, $17 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary materially from these estimates.

On October 8, 2026, we amended our 2019 Senior Credit Facility. Among other things, the amended 2019 Senior Credit Facility provides for (i) a new $600 million tranche G term loan (the “Term Loan G”) that matures on July 15, 2030 and (ii) the reduction of our revolving credit facility commitments to $680 million and the extension of the revolving credit facility maturity date from December 1, 2028 to July 15, 2030, subject to a springing earlier maturity date to 91 days inside the maturity date of the Term Loan G if more than $200 million principal amount of the Term Loan G remains outstanding on such date (the “Revolving Credit Facility”). Proceeds from the Term Loan G were used to repay a portion of the Company’s existing term loan maturing on December 1, 2028 (the “Term Loan D”), leaving $150 million aggregate principal amount outstanding of the Term Loan D, and to pay related fees and expenses. Other terms remain consistent with the Term Loan D, as amended and restated on March 31, 2026.

On October 9, 2026, we entered into an incremental amendment to the 2019 Senior Credit Facility increasing the $600 million Term Loan G by $75 million (the “Incremental TLG”). The Incremental TLG has terms that are identical to, and fungible with, the Term Loan G. The net proceeds from the Incremental TLG, together with cash on hand, were used to (i) redeem $150 million outstanding principal amount of our 2029 1L Notes and (ii) pay fees and expenses in connection with the issuance and redemption, including the approximately $8 million call premium and approximately $4 million of accrued and unpaid interest on the 2029 1L Notes that were redeemed. After this redemption, $200 million remained outstanding on our 2029 1L Notes.

On November 2, 2026, we repaid $25 million on Term Loan G, prepaying all required future amortization payments.

On November 5, 2026, we entered into a sixth amendment (the “Amendment”) to the receivables purchase agreement, dated as of February 23, 2023 (as amended, including by the Amendment, the “Receivables Purchase Agreement”), by and among the SPV, the Company, as servicer, Wells Fargo Bank, N.A., as administrative agent, and the Purchasers, pursuant to which, among other things, we (i) added an additional $50 million uncommitted tranche available to the SPV, (ii) extended the scheduled termination date thereunder to November 5, 2029, (iii) reduced the drawn pricing margin from 1.25% to 1.15%, (iv) joined certain parties as additional purchasers and (v) modified the concentration limits of certain obligor groups. Other than as amended by the Amendment, all other terms under the Receivables Purchase Agreement and other documents related to the Securitization Facility remain in full force and effect, without modification.