What Gray Media, Inc. told the SEC could break it.

Gray is heavily regulated by the FCC: its station portfolio reaches approximately 37% of U.S. television households (about 25% after applying the UHF Discount), close to ownership-cap limits, and FCC rules (including scrutiny of joint sales/shared services agreements and indecency enforcement, with fines up to ~$0.5M per incident) can change and constrain its operations; the DOJ has also increased antitrust enforcement and blocked certain JSA/services-agreement transactions in the broadcast industry.

“Currently our station portfolio reaches approximately 37% of total United States television households, and approximately 25% after applying the UHF Discount.”

Gray Media's local TV stations depend on programming supplied under affiliation agreements with the 'Big Four' networks, and revenue is concentrated by affiliation: in 2025 CBS-affiliated channels were ~37% of total revenue, NBC ~27%, FOX ~14% and ABC ~11%; loss or non-renewal of a network affiliation, or escalating reverse-compensation/affiliation fees demanded by these networks, would materially affect viewership, retransmission revenue and results.

“For the year ended December 31, 2025, our CBS-affiliated channels accounted for approximately 37% of total revenue; our NBC-affiliated channels accounted for approximately 27% of total revenue; our FOX-affiliated channels accounted for approximately 14% of total revenue; and our ABC-affiliated channels accounted for approximately 11% of total revenue.”

Gray Media is highly leveraged: its Senior Credit Agreement and 2029 Notes (1L), 2033 Notes (1L) and 2032 Notes (2L) are secured by substantially all of its consolidated assets (excluding real estate), with subsidiaries as joint-and-several guarantors and their interests pledged, and the indentures/credit agreement contain covenants restricting dividends, investments, acquisitions, liens and asset sales; this debt load and its covenants could constrain strategy and create refinancing risk.

“Our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L) are secured by substantially all of our consolidated assets, excluding real estate.”

Gray's broadcast advertising revenue is cyclical and concentrated by industry: approximately 17% of non-political broadcast advertising revenue in 2025 (20% in 2024 and 2023) came from automotive advertisers, and total revenue swings with the two-year political-election cycle (higher in even years from political advertising); economic slowdowns, an auto-advertising pullback, or weak political cycles could materially reduce revenue.

“During the years ended December 31, 2025, 2024 and 2023 approximately 17 %, 20 % and 20 %, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.”