Gray Media, Inc. (GTN) SEC Filings & Earnings Calls

Increased leverage from incremental term loan; redemption premium adds cost.

“Term Loan G Incremental Increase of $150M; redemption at 105.25% of principal.”

Increased leverage from credit amendment may pressure financial flexibility.

“Item 2.03: Creation of a Direct Financial Obligation.” · word for word

Guidance dependent on political advertising which is cyclical and event-driven.

“Political advertising revenue is inherently volatile and tied to election cycles.”

Increased leverage from $500M debt issuance.

“Issued $500M of 7.500% Senior Secured First Lien Notes due 2034.”

Refinancing reduces near-term liquidity risk but increases leverage with $750M new debt.

“redeem a portion of the Company’s outstanding 10.500% senior secured first lien notes due 2029” · word for word

Offering is subject to market conditions and may not be completed.

“subject to market conditions” · word for word

Redemption conditional on consummation of the offering.

“The 2029 Notes Redemption is conditioned upon the consummation of the offering of Notes discussed above.” · word for word

Retransmission consent revenue declining due to subscriber losses and dispute resolution.

“Retransmission consent revenue decreased due to continued subscriber declines, the transition of one station to independent status, and a resolved dispute with a distribution partner.” · word for word

Subscription Decline Risk

“Retransmission consent revenue decreased by $10 million or 3%, due to the net effect of a decrease in subscriptions” · word for word

High Leverage Risk

“Consolidated Total Net Leverage Ratio 5.73”

Macroeconomic Sensitivity

“Core advertising revenue decreased by $4 million or 1% primarily due to macro-economic softness” · word for word

Distribution Dispute Risk

“a distribution dispute with a satellite television company removing our stations from its platform from March 2026 through May 1, 2026” · word for word

Debt repurchase reduces leverage but uses cash; no material impact on financial health.

“Repurchase funded using available liquidity; no indication of financial distress.”

Increased debt load and interest expense; acquisition integration risk.

“The Additional Notes were issued at 100.000% of par plus accrued interest... The Notes mature on August 15, 2033.”

Retransmission revenue decline: 11% drop due to subscriber losses and dispute; net retransmission -3%.

“Retransmission Consent Revenue – $339 million, compared to $379 million due primarily to continued subscriber declines.”

Net loss widened to $(20)M from $(9)M YoY.

“Net loss $(20) million compared to $(9) million in Q1 2025.”

Integration risk from acquiring multiple stations across different markets; potential regulatory or operational challenges.

“completed its previously announced transactions with Allen Media Group ... acquired stations located in three new markets ... and ... seven overlap markets”

Funding via available cash may reduce liquidity; no debt or equity issuance mentioned.

“funded using the Company's available cash on hand” · word for word

Subscription decline and distribution disputes

“Retransmission consent revenue decreased by $40 million compared to the 2025 three-month period, due to the net effect of a decrease in subscriptions, the transition of one station to independent status, as well as a distribution dispute with a satellite television company removing our stations from its platform in early March 2026.” · word for word

High leverage and interest burden

“Interest expense decreased $1 million to $117 million for the 2026 three-month period compared to $118 million in the 2025 three-month period. ... We estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following March 31, 2026.” · word for word

Operating cash flow volatility

“Net cash provided by operating activities was $1 million in the 2026 three-month period compared to net cash provided by operating activities of $132 million in the 2025 three-month period.” · word for word

Credit agreement amendment includes tighter covenants and interest rate margins tied to leverage ratio, which could increase borrowing costs if leverage rises.

“The Revolving Credit Facility bears interest, at the option of the Company, based on Term SOFR plus an applicable margin ranging from 1.75%–2.75% or the Base Rate plus an applicable margin ranging from 0.75%–1.75%, in each case based on a leverage ratio set forth in the Senior Credit Facility.” · word for word

Pending acquisitions subject to regulatory approval; delay or denial could impact growth strategy.

“Remaining pending strategic and deleveraging acquisitions, announced in 2025, are expected to close in the first half of 2026, subject to customary closing conditions and regulatory approvals.” · word for word

Political advertising revenue is cyclical and expected to decline significantly in off-years.

“Political Advertising Revenue - $12 million in the fourth quarter of 2025, reflective of the off-year of the two-year political advertising cycle” · word for word

Increased leverage from additional debt issuance

“Issuance of additional 9.625% senior secured second lien notes”

Increased leverage with second lien notes; refinancing reduces near-term cash flow burden but adds subordination risk.

“Issuance of $250M second lien notes at 9.625% interest; redemption of $125M first lien notes at 10.500%.”

Cyclical political advertising revenue decline; net loss due to off-year cycle

“Net loss attributable to common stockholders was $23 million ... due primarily to the cyclical decrease in political advertising.” · word for word

High leverage ratios despite refinancing; interest expense burden from high-coupon notes (9.625% second lien)

“Leverage Ratio 5.77x; issued $900M 9.625% second lien notes; interest expense will be elevated.”

Regulatory approval risk for pending acquisitions; no assurance of closing

“we can provide no assurance that we will receive the necessary regulatory approvals, or that the transactions will close” · word for word

Cord-cutting subscriber decline

“Retransmission consent revenue decreased by $23 million or 6%, due to a decrease in subscribers” · word for word

Macroeconomic advertising softness

“Core advertising revenue decreased by $50 million or 5%, due primarily to macro-economic softness” · word for word

High leverage

“Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00) 5.77” · word for word

Regulatory approval risk for acquisitions

“we can provide no assurance that we will receive the necessary regulatory approvals, or that the transactions will close on the timelines currently contemplated, or at all.” · word for word