GRAY MEDIA, INC
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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Sep 30, 2026 · Filed Nov 6, 2026
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Item 5. Other Information
Trading Arrangements
Effective September 17, 2026, Donald P. LaPlatney, Director, President and Co-Chief Executive Officer of the Company, adopted a Rule 10b5-1 trading arrangement that will terminate on the earlier of December 31, 2026, or execution of all trades or expiration of all the orders relating to such trades under the plan. Up to 115,280 shares of common stock may be sold under the plan. The plan is subject to a mandatory cooling-off period under Rule 10b5-1 and is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
None of the other Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended September 30, 2026.
Sixth Amendment to the Receivables Purchase Agreement
The information set forth below is included for the purpose of providing disclosure under “Item 1.01 - Entry into a Material Definitive Agreement” of Form 8-K.
As previously disclosed, on February 23, 2023, the Company and certain of its subsidiaries entered into the Securitization Facility with Wells Fargo Bank, N.A., as administrative agent.
On November 5, 2026, the Company, the SPV (as defined in Note 1, “Basis of Presentation” within the accompanying condensed consolidated financial statements), certain purchasers party thereto, the group agents party thereto and Wells Fargo Bank, N.A. entered into the 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, as administrative agent, and the Purchasers, pursuant to which, among other things, the Company (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.
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 the Company. Accordingly, the SPV’s assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPV may be remitted to the Company.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.3 to this Form 10-Q and is incorporated herein by reference.
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