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NYSE: GTN GRAY MEDIA, INC 8-K

Gray Media adds $75M term loan, redeems $150M of 10.5% 2029 notes at 105.25%

Filed October 9, 2026 · Period ending October 9, 2026 · ~1 min read

5 key changes 2 high relevance 4 sections

Key Changes

  • high

    Gray Media will redeem $150 million of its 10.500% senior secured notes due 2029 at 105.250% of principal plus accrued interest on October 19, 2026.

  • high

    The redemption is conditioned on funding of a $75 million delayed-draw increase to Term Loan G, bringing the total to $675 million.

  • medium

    Proceeds from the incremental loan plus cash on hand will fund the redemption and related fees, including the call premium.

  • medium

    After the transactions, Gray expects $200 million of 2029 Notes and $675 million of Term Loan G outstanding.

    Exhibit 99.1 view on EDGAR →
  • medium

    The new Term Loan G carries a margin of 3.50% over Term SOFR or 2.50% over Base Rate.

Summary

Gray Media is refinancing a portion of its near-term debt. The company amended its credit agreement to add a $75 million delayed-draw increase to Term Loan G, bringing the total to $675 million. The proceeds, along with cash on hand, will fund a partial redemption of $150 million of its 10.500% senior secured notes due 2029 at 105.250% of principal plus accrued interest.

The redemption is expected to close on October 19, 2026, subject to funding of the incremental loan. For retail holders, this is a routine debt management move: Gray is replacing higher-cost 10.5% notes with term loan debt at a lower margin (3.50% over SOFR). The transaction reduces the 2029 notes outstanding to $200 million and extends the maturity profile. The filing discloses no red flags or adverse conditions. The company also issued a press release with the same details.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~41 words

Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).

1 Added
Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · verify on EDGAR →

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is hereby incorporated by reference.

The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~800 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added
Added Use of proceeds medium

Added in current filing · verify on EDGAR →

Proceeds from the Term Loan G Incremental Increase, together with cash on hand, are expected to (i) fund the 2029 Notes Redemption (as defined below) and (ii) pay fees and expenses in connection with the Eighth Amendment and the 2029 Notes Redemption.

The additional borrowing is earmarked to redeem the company's 2029 notes and cover related fees and expenses. This indicates a refinancing of near-term debt maturities.

Show 2 minor / wording changes
Added Amortization requirement low

Added in current filing · verify on EDGAR →

Additionally, the Senior Credit Facility requires the Company to make quarterly principal reductions of the Term Loan G in the amount that is 0.25% of the initial aggregate principal amount of the Term Loan G.

The company must repay 0.25% of the initial Term Loan G principal each quarter, which is a standard amortization schedule for such loans.

Added Financial covenant low

Added in current filing · verify on EDGAR →

The Senior Credit Facility also contains a financial covenant that requires maintenance of a consolidated first lien net leverage ratio not to exceed certain maximum limits in the event revolving loans are outstanding under the Revolving Credit Facility or more than $50.0 million of undrawn letters of credit are outstanding that have not been cash collateralized as of the last day of the applicable fiscal quarter.

The credit facility includes a leverage covenant that only applies if revolving loans are drawn or undrawn letters of credit exceed $50 million. This is a conditional covenant tied to liquidity usage.

Event · Item 8.01 — Other Events

~200 words

Item 8.01 — Other Events filed; see Key Changes for terms.

2 Added
Added Redemption price medium

Added in current filing · verify on EDGAR →

the 2029 Notes will be redeemed at 105.250% of the principal amount thereof, plus accrued and unpaid interest to the redemption date

The notes will be redeemed at 105.250% of principal, meaning the company will pay a premium above par value to retire this debt early. This reflects the cost of the early redemption.

Show 1 minor / wording change
Added Press release low

Added in current filing · verify on EDGAR →

the Company issued a press release (the “Press Release”) announcing the Eighth Amendment and the 2029 Notes Redemption

The company issued a press release announcing both the Eighth Amendment (a credit agreement amendment) and the 2029 Notes Redemption. The press release is attached as Exhibit 99.1.

Event · Exhibit 99.1

Gray Media adds a $75M delayed-draw term loan and will redeem $150M of its 10.500% 2029 notes at 105.250%.

2 Added
Added Incremental term loan medium

Added in current filing · view on EDGAR →

increase its $600 million term loan due July 15, 2030 (the “Term Loan G”) by $75 million (the “Incremental TLG”)

Gray is increasing its existing Term Loan G by $75 million through an incremental amendment. The new tranche will be available on a delayed draw basis once customary conditions are met, expected by October 19, 2026, and will be identical to and fungible with Term Loan G.

Added Use of proceeds high

Added in current filing · view on EDGAR →

The net proceeds from the Incremental TLG, together with cash on hand, are expected to be used to (i) redeem $150 million outstanding principal amount of Gray’s 10.500% senior secured notes due 2029 (the “2029 Notes”) and (ii) pay fees and expenses in connection with the issuance and redemption, which includes the call premium and accrued and unpaid interest on the 2029 Notes being redeemed.

The $75 million incremental loan plus cash on hand will fund the $150 million note redemption and related fees, including the call premium and accrued interest. This refinancing replaces higher-cost 10.500% notes with term loan debt.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 12, 2026 · How we verify