Gray Announces Upsizing and Pricing of (Form 8-K)

Gray Announces Upsizing and Pricing of

$775 Million of 7.250% Senior Secured First Lien Notes due 2033

Atlanta, Georgia - July 22, 2025. . . Gray Media, Inc. ("Gray") (NYSE: GTN) announced today the pricing of its previously announced private offering of $775 million aggregate principal amount of 7.250% senior secured first lien notes due 2033 (the "Notes"). This represents an increase of $75 million over the amount previously announced. The Notes were priced at 100% of par. The offering of the Notes is expected to close on July 25, 2025, subject to customary closing conditions.

The Notes are being offered to (i) repay a portion of Gray's term loan D due December 1, 2028, (ii) repay a portion of Gray's term loan F due June 4, 2029, (iii) repay all outstanding indebtedness drawn under Gray's revolving credit facility, (iv) pay fees and expenses in connection with the offering, and (v) for general corporate purposes.

The Notes will be guaranteed, jointly and severally, on a senior secured first lien basis, by each existing and future restricted subsidiary of Gray that guarantees Gray's existing senior credit facility.

The Notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.