15. Subsequent Events

Acquisitions. On July 1, 2026, we completed the first of two closings to acquire the television stations of American Spirit Media, LLC (“ASM”). Total consideration for the acquisition is anticipated to be $50 million. We paid $40 million of the total consideration as of the first closing date and funded the payment with proceeds from the issuance of the additional 2033 1L Notes as described in Note 4 “Long Term Debt”. We anticipate paying the remaining $10 million of consideration upon completion of the second closing and expect to fund the remaining amount due with cash on hand. The second closing is subject to regulatory approval and other customary closing conditions; however, we can provide no assurance that we will receive the required regulatory approvals. The ASM stations are as follows:

On July 1, 2026, we completed the first of two closings to acquire the television station WHPM (FOX) in Hattiesburg, Mississippi (DMA 168). Total consideration for the acquisition is anticipated to be $4 million. We paid $3 million of the total consideration as of the first closing date and funded the payment with cash on hand. We anticipate paying the remaining $1 million of consideration upon completion of the second closing and will fund the remaining amount due with cash on hand. The second closing is subject to regulatory approval and other customary closing conditions; however, we can provide no assurance that we will receive the required regulatory approvals.

Securitization Facility. On July 15, 2026, we amended the Securitization Facility to clarify the treatment of receivables from certain customers under bankruptcy proceedings.

Refinancing activities repurchase of 2029 1L Notes and 2031 Notes. On July 21, 2026, we repurchased, in a privately negotiated transaction, $100 million aggregate principal amount of our 2029 IL Notes and $20 million aggregate principal amount of our 2031 Notes, in each case, at a purchase price of par plus accrued and unpaid interest on the respective notes to the date of repurchase. The repurchase was funded using available liquidity, including cash on hand and borrowings under our existing revolving credit facility.

Termination of Defined Benefit Pension Plans. During the second quarter of 2026, the Board of Directors of the Company approved the termination of the Gray Media, Inc. Retirement Plan (the “Pension Plan”). Participants were notified in July 2026 and the Pension Plan will be terminated effective October 1, 2026, subject to regulatory approval. The Company expects to settle its obligations under the Pension Plan through voluntary lump sum offers and the purchase of a group annuity contract from an insurance company in 2028, after which time the insurance company will be responsible for all participant benefit payments. The Company is currently evaluating the financial impact of the termination of the Pension Plan, including the expected settlement charge to be recognized upon settlement of the Pension Plan’s obligations.

Debt Repurchase Authorization. On August 6, 2026, our Board of Directors authorized us to use up to $250 million of available liquidity to repurchase our outstanding indebtedness through December 31, 2027, replacing our prior authorization that expired on December 31, 2025. The extent of such repurchases, including the amount and timing of any repurchases, will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. This repurchase program does not require us to repurchase a minimum amount of debt, and it may be modified, suspended or terminated at any time without prior notice.