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What changed in GRAY MEDIA, INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GRAY MEDIA, INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+302 added−299 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in GRAY MEDIA, INC's 2025 10-K

302 paragraphs added · 299 removed · 242 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

53 edited+11 added−12 removed63 unchanged
Biggest changeAmong other things, MVPDs may designate a buying group to negotiate retransmission consent agreements on their behalf and large stations groups, such as us, are required to negotiate for retransmission consent in good faith with a qualified MVPD buying group. 11 The FCC also has promulgated rules that: (i) grant DBS providers the right to seek market modifications based on factors similar to those used in the cable industry; (ii) broaden the FCC’s prohibition against joint retransmission negotiations by prohibiting joint retransmission negotiations by any stations in the same DMA not under common control; (iii) prohibit a television station from limiting the ability of an MVPD to carry into its local market television signals that are deemed significantly viewed; and (iv) eliminate the “sweeps prohibition,” which precluded cable operators from deleting or repositioning local commercial television stations during “sweeps” ratings periods.
Biggest changeThe FCC also has promulgated rules that: (i) grant DBS providers the right to seek market modifications based on factors similar to those used in the cable industry; (ii) broaden the FCC’s prohibition against joint retransmission negotiations by prohibiting joint retransmission negotiations by any stations in the same DMA not under common control; (iii) prohibit a television station from limiting the ability of an MVPD to carry into its local market television signals that are deemed significantly viewed; and (iv) eliminate the “sweeps prohibition,” which precluded cable operators from deleting or repositioning local commercial television stations during “sweeps” ratings periods. 11 We currently are not a party to any agreements that delegate our authority to negotiate retransmission consent for any of our television stations or that grant us authority to negotiate retransmission consent for any other television station.
Our network affiliations include the Big Four networks and many more smaller networks. Nearly all stations also provide content through digital platforms including a local station website and one or more digital apps and/or Free Ad-Supported Television (“FAST”) channels. For more information about our stations please visit our corporate website at www.graymedia.com .
Our network affiliations include the Big Four networks and many smaller networks. Nearly all stations also provide content through digital platforms including a local station website and one or more digital apps and/or Free Ad-Supported Television (“FAST”) channels. For more information about our stations please visit our corporate website at www.graymedia.com .
Our stations compete for advertising revenues in their respective markets with other television stations, digital platforms including Google and YouTube, Facebook and Instagram, local cable and other MVPD systems, as well as local newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories and direct mail. 8 Federal Regulation of the Television Broadcast Industry General.
Our stations compete for advertising revenues in their respective markets with other television stations, digital platforms including Google and YouTube, Facebook and Instagram, local cable and other MVPD systems, as well as local newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories and direct mail. Federal Regulation of the Television Broadcast Industry General.
A Code of Ethics (“Code”) applies to all of our directors, executive officers and employees. The Code is available on our website in the Investor Relations section under the subheading Governance Documents. If any waivers of the Code are granted to an executive officer or director, the waivers will be disclosed in an SEC filing on Form 8-K. 13
A Code of Ethics (“Code”) applies to all of our directors, executive officers and employees. The Code is available on our website in the Investor Relations section under the subheading Governance Documents. If any waivers of the Code are granted to an executive officer or director, the waivers will be disclosed in an SEC filing on Form 8-K.
If the NPRM proposal is adopted, an entity that uses the internet to distribute multiple streams of linear programming would be considered an MVPD and would have the same retransmission consent rights and obligations as other MVPDs, including the right to negotiate with television stations to carry their broadcast signals.
If the NPRM proposal is adopted, an entity that uses the internet to distribute multiple streams of linear programming, including OVDs, would be considered an MVPD and would have the same retransmission consent rights and obligations as other MVPDs, including the right to negotiate with television stations to carry their broadcast signals.
Cyclicality, Seasonality and Revenue Concentrations Broadcast stations like ours rely on advertising revenue and are therefore sensitive to cyclical changes in the economy. Our political advertising revenue is generally not as significantly affected by economic slowdowns or recessions as non-political advertising revenue. Broadcast advertising revenue is generally highest in the second and fourth quarters.
Cyclicality, Seasonality and Revenue Concentrations Broadcast stations like ours rely on advertising revenue and are therefore sensitive to cyclical changes in the economy. Our political advertising revenue is generally not as significantly affected by economic slowdowns or recessions as non-political advertising revenue. 6 Broadcast advertising revenue is generally highest in the second and fourth quarters.
The revenue and expense associated with these transactions are based on the fair value of the assets or services received. 7 Affiliates of FOX and CW must purchase or produce a greater amount of programming for their non-network time periods, generally resulting in higher programming costs.
The revenue and expense associated with these transactions are based on the fair value of the assets or services received. Affiliates of FOX and CW must purchase or produce a greater amount of programming for their non-network time periods, generally resulting in higher programming costs.
The television station may pay a fixed fee for such programming. We record revenue and expense for trade transactions involving the exchange of tangible goods or services with our customers. The revenue is recorded at the time the advertisement is broadcast and the expense is recorded at the time the goods or services are used.
The television station may pay a fixed fee for such programming. 7 We record revenue and expense for trade transactions involving the exchange of tangible goods or services with our customers. The revenue is recorded at the time the advertisement is broadcast and the expense is recorded at the time the goods or services are used.
Political advertising spending is typically heaviest during the fourth quarter. In addition, the broadcast of the Olympic Games by our NBC-affiliated stations generally leads to increased viewership and revenue during those years for our NBC-affiliated stations. 6 Our broadcast advertising revenue is earned from the sale of advertisements broadcast by our stations.
Political advertising spending is typically heaviest during the fourth quarter. In addition, the broadcast of the Olympic Games by our NBC-affiliated stations generally leads to increased viewership and revenue during those years for our NBC-affiliated stations. Our broadcast advertising revenue is earned from the sale of advertisements broadcast by our stations.
As a result, additional programming has, and is expected to further become, available through non-traditional methods, which can directly impact the number of TV viewers, and thus indirectly impact station rankings, popularity and revenue possibilities of our stations. Programming.
As a result, additional programming has, and is expected to further become, available through non-traditional methods, which can directly impact the number of TV viewers, and thus indirectly impact station rankings, popularity and revenue possibilities of our stations. 8 Programming.
Pursuant to FCC rules, the following relationships and interests are generally considered attributable for purposes of media ownership restrictions: (i) all officers and directors of a corporate licensee and its direct or indirect parent(s); (ii) voting stock interests of at least five percent; (iii) voting stock interests of at least 20 percent, if the holder is a passive institutional investor (such as an investment company, as defined in 15 U.S.C. §80a-3, a bank holding stock through its trust department, or an insurance company); (iv) any limited partnership interest or interest in a limited liability company, unless properly “insulated” from management activities; (v) equity and/or debt interests that in the aggregate exceed 33 percent of a licensee’s total assets, if the interest holder supplies more than 15 percent of the station’s total weekly programming or is a same-market television broadcast company; and (vi) time brokerage of a television broadcast station by a same-market television broadcast company providing more than 15 percent of the station’s weekly programming.
Pursuant to FCC rules, the following relationships and interests are generally considered attributable for purposes of media ownership restrictions: (i) all officers and directors of a corporate licensee and its direct or indirect parent(s); (ii) voting stock interests of at least 5%; (iii) voting stock interests of at least 20%, if the holder is a passive institutional investor (such as an investment company, as defined in 15 U.S.C. §80a-3, a bank holding stock through its trust department, or an insurance company); (iv) any limited partnership interest or interest in a limited liability company, unless properly “insulated” from management activities; (v) equity and/or debt interests that in the aggregate exceed 33% of a licensee’s total assets, if the interest holder supplies more than 15% of the station’s total weekly programming or is a same-market television broadcast company; and (vi) time brokerage of a television broadcast station by a same-market television broadcast company providing more than 15% of the station’s weekly programming.
Foreign individuals or entities, collectively, may directly or indirectly own or vote no more than 20 percent of the capital stock of a licensee or 25 percent of the capital stock of a corporation that directly or indirectly controls a licensee. The 20 percent limit on foreign ownership of a licensee may not be waived.
Foreign individuals or entities, collectively, may directly or indirectly own or vote no more than 20% of the capital stock of a licensee or 25% of the capital stock of a corporation that directly or indirectly controls a licensee. The 20% limit on foreign ownership of a licensee may not be waived.
In 2024 and 2023, we made net principal payments totaling $520 million and $310 million reducing the balance outstanding under our Senior Credit Agreement and Senior Notes (in each case as defined below), including both voluntary and required payments, strategic refinancing activities as well as open-market purchases of portions of our debt at prices below the face value of the instruments purchased.
In 2024, we made net principal payments totaling $520 million, reducing the balance outstanding under our Senior Credit Agreement and Senior Notes (in each case as defined below), including both voluntary and required payments, strategic refinancing activities, as well as open-market purchases of portions of our debt at prices below the face value of the instruments purchased.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2024, 2023 or 2022, we derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2025, 2024 or 2023, we derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry.
There can be no assurance that any such current or future programming created by our affiliated networks will achieve or maintain satisfactory viewership levels. Stations program non-network time periods with a combination of locally produced news, public affairs and entertainment programming, including national news or syndicated programs purchased for cash, cash and barter or barter only.
There can be no assurance that any such current or future programming created by our affiliated networks will achieve or maintain satisfactory viewership levels. Stations program non-network time periods with a combination of locally produced news, local and regional sports, public affairs and entertainment programming, including national news or syndicated programs purchased for cash, cash and barter or barter only.
During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
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.
We also believe that our local market leadership positions help us in negotiating more beneficial terms in our major network affiliation agreements which currently expire at various dates through December 31, 2028, as well as our syndicated programming and local sports programming agreements.
We also believe that our local market leadership positions help us in negotiating more beneficial terms in our major network affiliation agreements, which currently expire at various dates from mid-2027 through December 31, 2028, as well as our syndicated programming and local sports programming agreements.
We refer to CBS, NBC, ABC and FOX as the “Big Four” networks. In each of our markets, we own and operate at least one television station broadcasting a primary channel affiliated with one of the Big Four networks.
We refer to CBS, NBC, ABC and FOX as the “Big Four” networks. In each of our markets other than Atlanta, we own and operate at least one television station broadcasting a primary channel affiliated with one of the Big Four networks.
“Advertising” primarily refers to advertisements broadcast by television stations, but it also includes advertisements placed on a television station’s website and sponsorships of television programming and off-line content such as email messages, mobile applications, and other electronic content distributed by stations.
“Advertising” primarily refers to advertisements broadcast by television stations, but it also includes advertisements placed on a television station’s website and sponsorships of television programming and offline content such as email messages, mobile applications, and other electronic content distributed by stations.
Our top 10 markets by revenue contributed approximately 26% and 25% of our total revenue in the years ended December 31, 2024 and 2023, respectively.
Our top 10 markets by revenue contributed approximately 25% and 26% of our total revenue in the years ended December 31, 2025 and 2024, respectively.
On December 19, 2014, the FCC issued an NPRM seeking comment on its proposal to modernize the term “MVPD” to be technology neutral.
In December 2014, the FCC issued an NPRM seeking comment on its proposal to modernize the term “MVPD” to be technology neutral.
The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2025, 2024 and 2023 approximately 26%, 23% and 27%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
For the years ended December 31, 2024, 2023 and 2022 our total revenue was $3.6 billion, $3.3 billion and $3.7 billion, respectively. Markets and Stations We believe a key driver for our strong market position is our focus on strong local news and information programming.
For the years ended December 31, 2025, 2024 and 2023 our total revenue was $3.1 billion, $3.6 billion and $3.3 billion, respectively. Markets and Stations We believe a key driver for our strong market position is our focus on strong local news and information programming.
Over the last several years, the television broadcasting industry has been characterized by a high level of acquisition activity.
Over the last 15 years, the television broadcasting industry has been characterized by a high level of acquisition activity.
We believe that our market position and our strong local teams have enabled us to maintain more stable revenues compared to many of our peers. We are diversified across our markets and network affiliations. In 2024 and 2023, our largest market, by revenue, was Phoenix, Arizona, which contributed 5% and 4% of our total revenue, respectively.
We believe that our market position and our strong local teams have enabled us to maintain more stable revenues compared to many of our peers. We are diversified across our markets and network affiliations. In both 2025 and 2024, our largest market, by revenue, was Phoenix, Arizona, which contributed 5% of our total revenue.
We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 113 television markets that collectively reach approximately 37% of US television households.
We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 114 full-power television markets that collectively reach approximately 37% of US television households.
This note also describes the stations we acquired in each of 2024, 2023 and 2022, which we may also refer to collectively as our “acquisitions,” our “recent acquisitions” or “the acquisitions.” 5 Continue to Monetize Digital Spectrum. In addition to each station’s primary channel, we also broadcast a number of secondary channels.
This note also describes the stations we acquired in 2024 and 2023 and were pending as of December 31, 2025, which we may also refer to collectively as our “acquisitions,” our “recent acquisitions” or “the acquisitions.” 5 Continue to Monetize Digital Spectrum. In addition to each station’s primary channel, we also broadcast a number of secondary channels.
Failure to renew any licenses upon the expiration of any license term could have a material adverse effect on our business. Under the Communications Act, the term of a broadcast license is automatically extended pending the FCC’s processing of a timely filed renewal application.
Failure to renew any licenses upon the expiration of any license term could have a material adverse effect on our business. Under the Communications Act, the term of a broadcast license is automatically extended pending the FCC’s processing of a timely filed renewal application. Media Ownership Restrictions and FCC Proceedings.
The FCC also asked about the possible copyright implications of this proposal. We cannot predict the outcome of the FCC’s interpretive proceedings. Currently, a number of OVDs have obtained appropriate copyright authority and are retransmitting broadcast programming over the internet, but have not been required to obtain separate retransmission consent from the broadcast stations being retransmitted.
The FCC also asked about the possible copyright implications of this proposal. Currently, a number of OVDs have obtained appropriate copyright authority and are retransmitting broadcast programming over the internet, but have not been required to obtain separate retransmission consent from the broadcast stations being retransmitted.
For the year ended December 31, 2024, our CBS-affiliated channels accounted for approximately 38% 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.
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.
Certain online video distributors (“OVDs”) have explored streaming broadcast programming over the internet without the consent of the copyright owner of the programming. The majority of federal courts have sided with broadcasters and enjoined OVDs from streaming broadcast programming without obtaining such copyright clearance.
Certain online video distributors (“OVDs”, sometimes referred to as virtual internet-delivered multichannel video programming distributors, or “vMVPDs”) have explored streaming broadcast programming over the internet without the consent of the copyright owner of the programming. The majority of federal courts have sided with broadcasters and enjoined OVDs from streaming broadcast programming without obtaining such copyright clearance.
All employees are required to comply with Company safety rules and expectations and are expected to actively contribute to making our Company a safer place to work. Employees As of February 21, 2025, we had 9,118 full-time employees and 384 part-time employees, of which, 510 full-time and 23 part-time employees at 17 stations were represented by various unions.
All employees are required to comply with Company safety rules and expectations and are expected to actively contribute to making our Company a safer place to work. Employees As of February 20, 2026, we had 9,165 full-time employees and 417 part-time employees, of which, 506 full-time and 16 part-time employees at 17 stations were represented by various unions.
We serve as a holding company for our subsidiaries, including subsidiaries that hold station licenses. Therefore, absent a grant of a declaratory ruling, we are restricted from having more than one-fourth of our stock owned or voted directly or indirectly by non-citizens, foreign governments, representatives of non-citizens or foreign governments, or foreign corporations. Programming and Operations.
Therefore, absent a grant of a declaratory ruling, we are restricted from having more than one-fourth of our stock owned or voted directly or indirectly by non-citizens, foreign governments, representatives of non-citizens or foreign governments, or foreign corporations. Programming and Operations.
According to Nielsen, during 2024, our owned and operated television stations achieved the #1 ranking in overall audience in 78 of our 113 markets. In addition, our stations achieved the #1 and/or #2 ranking in overall audience in 99 of our 113 markets.
According to Nielsen, our owned and operated television stations achieved the #1 ranking in overall audience in 77 of our 113 markets measured by Nielsen during 2025. In addition, our stations achieved the #1 and/or #2 ranking in overall audience in 97 of our 113 markets measured by Nielsen.
However, the FCC previously requested comment on whether local news service agreements and/or shared services agreements should be considered attributable for purposes of applying the media ownership rules, and the FCC has recently provided additional scrutiny to such arrangements.
However, the FCC previously requested comment on whether local news service agreements and/or shared services agreements should be considered attributable for purposes of applying the media ownership rules, and the FCC has recently provided additional scrutiny to such arrangements. The DOJ has also taken steps under the antitrust laws to block certain transactions involving joint sales or other services agreements.
The FCC has sought comment on whether it should modify or eliminate the network non-duplication and syndicated exclusivity rules. In March 2020, the FCC sought comment on whether it should modernize its methodology for determining whether a television station is significantly viewed in a community outside of its local television market.
In March 2020, the FCC sought comment on whether it should modernize its methodology for determining whether a television station is significantly viewed in a community outside of its local television market.
In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF discount. Comments and reply comments were filed in 2018, and the proceeding remains open. Conclusion.
The FCC applies a 50% “discount” for ultra-high frequency (“UHF”) stations. In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF discount. Comments and reply comments were filed in 2018, and the proceeding remains open. Attribution Rules.
In September 2016, the Commission adopted an Order that allows broadcast licensees to file a petition for declaratory ruling seeking FCC approval to exceed the 25 percent foreign ownership benchmark for a parent company. The Commission also clarified the methodology for publicly traded broadcasters to assess compliance with the foreign ownership limits.
In September 2016, the FCC adopted an Order that allows broadcast licensees to file a petition for declaratory ruling seeking FCC approval to exceed the 25% foreign ownership benchmark for a parent company.
These markets are ranked in size according to their number of television households, with the market having the largest number of television households ranked number one (New York City).
Each commercial television station in the US is assigned to one of 210 designated market areas (“DMAs”). These markets are ranked in size according to their number of television households, with the market having the largest number of television households ranked number one (New York City).
The outcome of this proceeding could affect future FCC policies in this area, which could have a material adverse effect on our business. EEO Rules. The FCC’s Equal Employment Opportunity (“EEO”) rules impose job information dissemination, recruitment, documentation and reporting requirements on broadcast station licensees.
We are unable to predict the outcome of any such judicial proceeding, which could have a material adverse effect on our business. EEO Rules. The FCC’s Equal Employment Opportunity (“EEO”) rules impose job information dissemination, recruitment, documentation and reporting requirements on broadcast station licensees.
Alien Ownership Restrictions. The Communications Act restricts the ability of foreign entities or individuals to own or hold interests in broadcast licenses. The Communications Act bars the following from holding broadcast licenses: foreign governments, representatives of foreign governments, non-citizens, representatives of non-citizens, and corporations or partnerships organized under the laws of a foreign nation.
The Communications Act bars the following from holding broadcast licenses: foreign governments, representatives of foreign governments, non-citizens, representatives of non-citizens, and corporations or partnerships organized under the laws of a foreign nation.
The FCC also regulates broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident. The FCC has sought comment on whether it should modify its indecency policies but has not yet issued a decision in this proceeding.
The FCC also regulates broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident. The FCC had sought comment on whether it should modify its indecency policies but dismissed this proceeding without taking action. However, the courts remain free to review the FCC’s current policy.
We also own additional stations in some markets, some of which also broadcast primary channels affiliated with one of the Big Four networks. Nearly all of our stations broadcast secondary digital channels that are affiliated with various networks or are independent of any network. The terms of our affiliations with broadcast networks are governed by network affiliation agreements.
Nearly all of our stations broadcast secondary digital channels that are affiliated with various networks or are independent of any network. The terms of our affiliations with broadcast networks are governed by network affiliation agreements. Each network affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network.
Each network affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network. Our network affiliation agreements with the Big Four broadcast networks currently expire at various dates through December 31, 2028. Television Industry Background The Federal Communications Commission (“FCC”) grants broadcast licenses to television stations.
Our network affiliation agreements with the Big Four broadcast networks currently expire at various dates from mid-2027 through December 31, 2028. Television Industry Background The Federal Communications Commission (“FCC”) grants broadcast licenses to television stations. There are only a limited number of broadcast licenses available in any one geographic area.
The foregoing does not purport to be a complete summary of the Communications Act, other applicable statutes, or the FCC’s rules, regulations or policies. Proposals for additional or revised regulations and requirements are pending before, are being considered by, and may in the future be considered by, Congress and federal regulatory agencies from time to time.
Proposals for additional or revised regulations and requirements are pending before, are being considered by, and may in the future be considered by, Congress and federal regulatory agencies from time to time. We cannot predict the effect of any existing or proposed federal legislation, regulations or policies on our business.
During the last several years, we have leveraged our strong cash flow and efficient operating model to grow our diverse national footprint.
During the last several years, we have leveraged our strong cash flow and efficient operating model to grow our diverse national footprint while strategically managing our leverage. In 2025, our debt refinancings extended our significant maturities beyond the next two political cycles and enhanced our financial flexibility.
This portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 44 markets totaling over 1.5 million Hispanic TV Households.
This portfolio includes 77 markets with the top-rated television station and 97 markets with the first and/or second highest rated television station in average all-day ratings across the 113 of such markets measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 47 markets totaling over 1.6 million Hispanic TV Households.
The DOJ has also taken steps under the antitrust laws to block certain transactions involving joint sales or other services agreements. 10 To our knowledge, no officer, director or five percent or greater shareholder currently holds an attributable interest in another television station that is inconsistent with the FCC’s ownership rules and policies or with our ownership of our stations.
To our knowledge, no officer, director or 5% or greater shareholder currently holds an attributable interest in another television station that is inconsistent with the FCC’s ownership rules and policies or with our ownership of our stations. Alien Ownership Restrictions. The Communications Act restricts the ability of foreign entities or individuals to own or hold interest in broadcast licenses.
Consistent with this strategy, we have completed several acquisition and divestiture transactions, including some that had a material impact on our results of operations, between late 2013 and mid 2024. For more information on these transactions, see Note 3 “Acquisitions and Divestitures” of our audited consolidated financial statements included elsewhere herein.
For more information on these transactions, see Note 3 “Acquisitions and Divestitures” of our audited consolidated financial statements included elsewhere herein.
National Television Station Ownership Rule. The maximum percentage of US households that a single owner can reach through commonly owned television stations is 39 percent. This limit was specified by Congress in 2004. The FCC applies a 50 percent “discount” for ultra-high frequency (“UHF”) stations.
The court also vacated the Note 11 amendment, which extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams. National Television Station Ownership Rule. The maximum percentage of US households that a single owner can reach through commonly owned television stations is 39%. Congress required the FCC to modify its rules to specify this limit in 2004.
For further information regarding the expiration dates of our stations’ current licenses and renewal application status, see the table under the heading “Stations”. Media Ownership Restrictions and FCC Proceedings. The FCC’s broadcast ownership rules affect the number, type and location of broadcast properties that we may hold or acquire.
The FCC’s broadcast ownership rules affect the number, type and location of broadcast properties that we may hold or acquire.
The 2022 review remains pending. Local TV Ownership Rules. The FCC’s current television ownership rules allow one entity to acquire two commercial television stations in a DMA as long as no more than one station is ranked among the top-four stations in the market (as noted above, the “top-four” prohibition).
This notice remains pending. 9 Local TV Ownership Rules. The FCC’s Two-Station Limit rules allow one entity to acquire two commercial television stations in a DMA as long as the stations’ NLSCs do not overlap. In July 2025, the U.S.
Those rules generally prohibit an entity from acquiring “attributable” interests in two television stations in the same market if both are ranked among the top-four stations in the market (the “top-four” prohibition).
Those rules generally prohibit an entity from acquiring “attributable” interests in more than two television stations in the same market if the stations’ digital noise limited service contours (the geographic area where a station’s signal is reliable, “NLSCs”) overlap (the “Two-Station Limit”).
Removed
There are only a limited number of broadcast licenses available in any one geographic area. Each commercial television station in the US is assigned to one of 210 designated market areas (“DMAs”).
Added
Effective August 16, 2025, our Atlanta station, WANF, ceased its affiliation with the CBS Network and began operations as an independent television station. We also own additional stations in some markets, some of which also broadcast primary channels affiliated with one of the Big Four networks.
Removed
The FCC took until December 2023 to adopt final rules as a result of its 2018 review, at which time it increased restrictions on local television ownership (discussed in more detail below).
Added
Consistent with this strategy, we have completed several acquisition and divestiture transactions, including some that had a material impact on our results of operations, between late 2013 and early 2026. Furthermore, we have signed agreements to acquire additional television stations that we anticipate completing later in 2026.
Removed
Prior to doing so, in December 2022, the FCC began a new quadrennial review of its ownership rules with the issuance of a Public Notice seeking comments on competition in the local television marketplace, including, among other things: (i) ongoing trends or developments in the media marketplace; (ii) impact of the ownership rules on the American public as consumers of media, including whether adjustments should be made to the rules to account for changes in consumer behavior like the use of streaming services; (iii) the barriers to minority and female ownership of broadcast stations; and (iv) any additional legal or economic factors the FCC should consider beyond its traditional public policy goals of competition, localism, and diversity.
Added
In September 2025, the FCC issued a Notice of Proposed Rulemaking (the “Ownership NPRM”) in response to its 2022 quadrennial review of its media ownership rules. The Ownership NPRM seeks comment on specific aspects of the television ownership rule, including whether the Two-Station Limit remains necessary given competitive developments in the video marketplace.
Removed
An entity may retain ownership of the second station if it obtains top-four status after it is acquired. The FCC will consider waivers of the top-four prohibition on a case-by-case basis. 9 When it resolved the 2018 quadrennial review in December 2023, the FCC adopted two modifications to the top-four prohibition that make it more restrictive.
Added
Court of Appeals for the Eighth Circuit vacated two aspects of the FCC’s Two-Station Limit that had placed additional restrictions on broadcasters. The court vacated the “top-four” prohibition, which prevented a broadcaster from owning two of the top four ranked stations in a market.
Removed
These rule changes took effect in March 2024. First, the FCC extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams.
Added
The FCC also clarified the methodology for publicly traded broadcasters to assess compliance with the foreign ownership limits. 10 We serve as a holding company for our subsidiaries, including subsidiaries that hold station licenses.
Removed
As a result of this change, a licensee will be prohibited from acquiring network-affiliated programming of another top-four station in a DMA and then placing that programming on either the multicast stream of a full-power station or a LPTV station in a DMA in which it already owns another top-four rated station.
Added
Among other things, MVPDs may designate a buying group to negotiate retransmission consent agreements on their behalf and large stations groups, such as us, are required to negotiate for retransmission consent in good faith with a qualified MVPD buying group.
Removed
These additional restrictions apply to transactions entered into after December 26, 2023. Existing combinations will be grandfathered, but may not be transferred or assigned except in compliance with the new rule.
Added
Nevertheless, we cannot predict how the FCC’s restriction on joint negotiation might impact future opportunities. The FCC has sought comment on whether it should modify or eliminate the network non-duplication and syndicated exclusivity rules.
Removed
Second, the FCC modified its methodology for determining a station’s audience share for purposes of the top-four prohibition (and failing station waiver requests) to (i) consider audience share data over a 12-month period immediately preceding the date the application is filed, (ii) expand the relevant daypart for audience share data significantly, and (iii) require the inclusion of audience share data for all free-to-consumer, non-simulcast multicast streams.
Added
Often, such rights have been obtained through negotiations directly with the major broadcast networks, and local broadcasters have been offered the opportunity to “opt-in” to those agreements.
Removed
The FCC’s media ownership proceedings are on-going and, in many cases, are or will be subject to further judicial and potentially Congressional review. We cannot predict the outcome of any of these current or potential proceedings. Attribution Rules.
Added
In November 2025, the FCC’s Media Bureau issued a public notice asking whether any barriers are preventing local broadcast stations from meeting their public interest obligations, including a request for comment on the status of the relationship between national programmers and their local affiliates.
Removed
A proposal adopted in January 2025 will require MVPDs to report to the FCC any service disruptions resulting from failed retransmission consent negotiations that last longer than 24 hours.
Added
The Company, as well as major broadcast affiliate groups, submitted comments asking the FCC to evaluate the current network-affiliate relationship, including the networks’ practice of (i) negotiating agreements with OVDs and offering local affiliates the ability to “opt-in” to those agreements and (ii) offering OVDs “white feeds” of their programming that do not include broadcasters’ local content, and urged the FCC to take action to restore balance in the network-affiliate relationship.
Removed
We currently are not a party to any agreements that delegate our authority to negotiate retransmission consent for any of our television stations or that grant us authority to negotiate retransmission consent for any other television station. Nevertheless, we cannot predict how the FCC’s restriction on joint negotiation might impact future opportunities.
Added
We cannot predict the outcome of the FCC’s interpretive proceedings or whether the FCC will institute a rulemaking proceeding to assess the network-affiliate relationship. The foregoing does not purport to be a complete summary of the Communications Act, other applicable statutes, or the FCC’s rules, regulations or policies.
Removed
We cannot predict the effect of any existing or proposed federal legislation, regulations or policies on our business.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+18 added−23 removed60 unchanged
Biggest changeThe terms of the indenture (the “2031 Notes Indenture”) governing our outstanding 5.375% senior notes due 2031 (the “2031 Notes”), the indenture (the “2030 Notes Indenture”) governing our outstanding 4.750% senior notes due 2030 (the “2030 Notes”), the indenture (the “2029 Notes Indenture”) governing our outstanding 10.5% senior secured first lien notes due 2029 (the “2029 Notes”), the indenture (the “2027 Notes Indenture”) governing our outstanding 7.0% senior notes due 2027 (the “2027 Notes”) and the indenture (the “2026 Notes Indenture”) governing our outstanding 5.875% senior notes due 2026 (the “2026 Notes” and, together with the 2031 Notes Indenture, the 2030 Notes Indenture, the 2029 Notes Indenture, the 2027 Notes Indenture and the 2026 Notes Indenture, the “Existing Indentures” or the “Indentures”) also permit us to incur additional indebtedness, subject to our ability to meet certain borrowing conditions.
Biggest changeThe terms of the indenture (the “2033 Notes Indenture”) governing our outstanding 7.25% senior secured first lien notes due 2033 (the “2033 Notes (1L)”, indenture (the “2032 Notes Indenture”) governing our outstanding 9.625% senior secured second lien notes due 2032 (the “2032 Notes (2L)”, indenture (the “2031 Notes Indenture”) governing our outstanding 5.375% senior notes due 2031 (the “2031 Notes”), the indenture (the “2030 Notes Indenture”) governing our outstanding 4.750% senior notes due 2030 (the “2030 Notes”), the indenture (the “2029 Notes Indenture”) governing our outstanding 10.5% senior secured first lien notes due 2029 (the “2029 Notes (1L)”) and the indenture (the “2026 Notes Indenture”) governing our outstanding 5.875% senior notes due 2026 (the “2026 Notes”) and, together with the 2033 Notes Indenture, the 2032 Notes Indenture, 2031 Notes Indenture, the 2030 Notes Indenture, the 2029 Notes Indenture, and the 2026 Notes Indenture, the “Existing Indentures” or the “Indentures”) also permit us to incur additional indebtedness, subject to our ability to meet certain borrowing conditions. 20 Our substantial debt may have important consequences.
In addition, if we are unable to renew or replace any existing affiliation agreements, we may be unable to satisfy certain obligations under our existing or any future retransmission consent agreements with MVPDs and/or secure payment of retransmission consent fees under such agreements.
In addition, if we are unable to renew or replace any existing affiliation agreements, we may be unable to satisfy certain obligations under our existing or any future retransmission consent agreements with MVPDs and/or to secure payment of retransmission consent fees under such agreements.
Among other things, these acts (i) made permanent the copyright license set out in Section 119 of the Copyright Act; (ii) limited eligibility for use of the Section 119 license to retransmit the signals of network television broadcast stations to unserved households to those satellite operators who provide local-into-local service to all DMAs; and (iii) modified the definition of unserved households to those households located in a “short market” (which, in turn, was defined as a local market in which programming of one or more of the top four networks is not offered on either the primary or multicast stream by any network station in that market).
Among other things, these acts (i) made permanent the copyright license set out in Section 119 of the Copyright Act; (ii) limited eligibility for use of the Section 119 license to retransmit the signals of network television broadcast stations to unserved households to those satellite operators that provide local-into-local service to all DMAs; and (iii) modified the definition of unserved households to those households located in a “short market” (which, in turn, was defined as a local market in which programming of one or more of the top four networks is not offered on either the primary or multicast stream by any network station in that market).
These covenants place, or will place, restrictions on our ability to, among other things: ● incur additional debt, subject to certain limitations; ● declare or pay dividends, redeem stock or make other distributions to stockholders; ● make investments or acquisitions; ● create liens or use assets as security in other transactions; ● issue guarantees; ● merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; ● amend our articles of incorporation or bylaws; ● engage in transactions with affiliates; and ● purchase, sell or transfer certain assets.
These covenants place, or will place, restrictions on our ability to, among other things: ● incur additional debt, subject to certain limitations; 21 ● declare or pay dividends, redeem stock or make other distributions to stockholders; ● make investments or acquisitions; ● create liens or use assets as security in other transactions; ● issue guarantees; ● merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; ● amend our articles of incorporation or bylaws; ● engage in transactions with affiliates; and ● purchase, sell or transfer certain assets.
As a result of their significant stockholdings and positions on the Board of Directors, the Howell-Robinson Family is able to exert significant influence over our policies and management, potentially in a manner which may not be consistent with the interests of our other stockholders. Risks Related to Regulatory Matters Federal broadcasting industry regulations limit our operating flexibility.
As a result of their significant stockholdings and positions on the Board of Directors, the Howell-Robinson Family is able to exert significant influence over our policies and management, potentially in a manner which may not be consistent with the interests of our other stockholders. 25 Risks Related to Regulatory Matters Federal broadcasting industry regulations limit our operating flexibility.
In addition to any negative direct consequences to our business or results of operations arising from these financial and economic developments, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers on whom we rely, including for access to future capital or financing arrangements necessary to support our business.
In addition to any direct negative consequences to our business or results of operations arising from these financial, economic and political developments, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers on whom we rely, including for access to future capital or financing arrangements necessary to support our business.
In January 2025, we received a cash payment of $4 million in settlement of our claim in the Diamond plan of reorganization that was confirmed on November 14, 2024. Also, during the years ended December 31, 2024 and 2023, we have recognized impairment charges of $25 million and $29 million, respectively, related to investments.
In January 2025, we received a cash payment of $4 million in settlement of our claim in the Diamond plan of reorganization that was confirmed on November 14, 2024. Also, during the years ended December 31, 2025, 2024 and 2023, we have recognized impairment charges of $20 million, $25 million and $29 million, respectively, related to investments.
If we cannot enter into affiliation agreements to replace any agreements in advance of their expiration, we would no longer be able to carry the affiliated network’s programming. This loss of programming would require us to create and/or obtain replacement programming.
If we cannot enter into NEW affiliation agreements to replace any agreements in advance of their expiration, we would no longer be able to carry the affiliated network’s programming. This loss of programming would require us to create and/or obtain replacement programming.
Our results of operations and financial condition could be materially adversely affected if broadcast advertising revenue from the services sector, automotive or certain other industries, such as the medical, restaurant, communications, or furniture and appliances industries, declined. 15 We intend to continue to evaluate growth opportunities through strategic acquisitions, and there are significant risks associated with an acquisition strategy.
Our results of operations and financial condition could be materially adversely affected if broadcast advertising revenue from the services sector, the automotive industry or certain other industries, such as the restaurant, communications, or furniture and appliances industries, declined. 15 We intend to continue to evaluate growth opportunities through strategic acquisitions, and there are significant risks associated with an acquisition strategy.
Our failure to identify suitable acquisition candidates, or to complete any acquisitions and integrate any acquired business, or to obtain the expected benefits therefrom, could materially adversely affect our business, financial condition and results of operations. We may fail to realize any benefits and incur unanticipated losses related to any acquisition.
Our failure to identify suitable acquisition candidates, to complete any acquisitions and integrate any acquired businesses, or to realize the expected benefits therefrom, could materially adversely affect our business, financial condition and results of operations. We may fail to realize any benefits and incur unanticipated losses related to any acquisition.
These cybersecurity incidents and similar attacks could include, but are not limited to, the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information.
These cybersecurity incidents and similar attacks could include, but are not limited to, the deployment of harmful malware or ransomware, denial-of-services attacks, account takeovers and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information.
There can be no assurances that we will be able to identify any suitable acquisition candidates, and we cannot predict whether we will be successful in pursuing or completing any acquisitions, or what the consequences of not completing any acquisitions would be.
There can be no assurance that we will be able to identify any suitable acquisition candidates, and we cannot predict whether we will be successful in pursuing or completing any acquisitions, or what the consequences of not completing any acquisitions would be.
We also must usually purchase programming several years in advance, and we may have to commit to purchase more than one year’s worth of programming, resulting in the incurrence of significant costs in advance of our receipt of any related revenue.
We also typically must purchase programming several years in advance, and we may have to commit to purchase more than one year’s worth of programming, resulting in the incurrence of significant costs in advance of our receipt of any related revenue.
In either case, such an event could have a material adverse effect on our business and results of operations. 17 We are also dependent upon our retransmission consent agreements with MVPDs, and we cannot predict the outcome of potential regulatory changes to the retransmission consent regime. We are also dependent, in significant part, on our retransmission consent agreements.
In either case, such events could have a material adverse effect on our business and results of operations. 17 We are also dependent upon our retransmission consent agreements with MVPDs, and we cannot predict the outcome of potential regulatory changes to the retransmission consent regime. We are also dependent, in significant part, on our retransmission consent agreements.
Successful integration may also be hampered by any differences between the operations and corporate culture of the two organizations. Additionally, general market and economic conditions may inhibit our successful integration of any business.
Successful integration may also be hampered by any differences between the operations and corporate culture of the organizations. Additionally, general market and economic conditions may inhibit the successful integration of any business.
The success of any strategic acquisition depends, in part, on our ability to successfully combine the acquired business and assets with our business and our ability to successfully manage the assets so acquired.
The success of any strategic acquisition depends, in part, on our ability to successfully combine the acquired business and assets with our operations and to effectively manage the assets so acquired.
Our business depends in large part on the success of our network affiliations. One or more stations in each of our operating markets are affiliated with at least one of the four major broadcast networks pursuant to individual affiliation agreements.
Our business depends in large part on the success of our network affiliations. One or more stations in each of our operating markets other than Atlanta are affiliated with at least one of the four major broadcast networks pursuant to individual affiliation agreements.
Our current retransmission consent agreements expire at various times over the next several years. No assurances can be provided that we will be able to renegotiate all of such agreements on favorable terms, on a timely basis, or at all. The failure to renegotiate such agreements could have a material adverse effect on our business and results of operations.
Our current retransmission consent agreements expire at various times over the next several years. There can be no assurance that we will be able to renegotiate all of such agreements on favorable terms, on a timely basis, or at all. The failure to renegotiate such agreements could have a material adverse effect on our business and results of operations.
Our ability to sell advertising time and space depends on, among other things: ● economic conditions in the areas where our stations are located and in the nation as a whole; ● the popularity of the programming offered by our television stations; ● changes in the population demographics in the areas where our stations are located; ● local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising; ● our competitors’ activities, including increased competition from other advertising-based mediums, particularly digital platforms, cable networks, MVPDs and other internet companies; ● the duration and extent of any network preemption of regularly scheduled programming for any reason; ● decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; ● the competitiveness of local, regional, and federal elections and ballot initiatives; ● labor disputes or other disruptions at major national advertisers, programming providers or networks; and ● other factors beyond our control. 14 Our results are also subject to seasonal and cyclical fluctuations.
Our ability to sell advertising time and space depends on, among other things: ● economic conditions in the areas where our stations are located and in the nation as a whole; ● the popularity and performance of the programming offered by our television stations; ● changes in population demographics in the areas where our stations are located; ● local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising; ● our competitors’ activities, including increased competition from other advertising-based mediums, particularly digital and streaming platforms, cable networks, MVPDs and other internet companies; ● the duration and extent of any network preemption of regularly scheduled programming for any reason; ● decisions by advertisers to withdraw, reduce or delay planned advertising expenditures for any reason; ● the competitiveness of local, regional, and federal elections and ballot initiatives; ● labor disputes or other disruptions at major national advertisers, programming providers or networks; and ● other factors beyond our control.
Our concentration of CBS and/or NBC affiliates makes us particularly sensitive to adverse changes in our business relationship with, and the general success of, CBS and/or NBC.
Our concentration of CBS and/or NBC affiliates makes us particularly sensitive to adverse changes in our business relationships with, and the general success of, CBS and/or NBC.
Legal Proceedings.” 27 Item 1B. UNRESOLVED STAFF COMMENTS None.
Legal Proceedings.” Item 1B. UNRESOLVED STAFF COMMENTS None.
An acquisition strategy involves numerous other risks, including risks associated with: ● identifying suitable acquisition candidates and negotiating definitive purchase agreements on satisfactory terms; ● integrating operations and systems and managing a large and geographically diverse group of stations; ● obtaining financing to complete acquisitions, which financing may not be available to us at times, in amounts, or at rates acceptable to us, if at all, and potentially the related risks associated with increased debt; ● diverting our management’s attention from other business concerns; ● potentially losing key employees; and ● potential changes in the regulatory approval process that may make it materially more expensive, or materially delay our ability, to consummate any proposed acquisitions.
An acquisition strategy involves numerous other risks, including risks associated with: ● identifying suitable acquisition candidates and negotiating definitive purchase agreements on satisfactory terms; ● integrating operations and systems and managing a larger and more geographically diverse group of stations; ● obtaining financing to complete acquisitions, which may not be available to us at times, in amounts, or at rates acceptable to us, if at all, and the related risks associated with increased debt; ● diverting our management’s attention from other business priorities; ● potentially losing key employees; and ● potential changes in the regulatory approval process that may materially increase costs, or materially delay our ability, to consummate any proposed acquisitions.
For the years ended December 31, 2024 and 2023, we derived approximately 14% and 2%, respectively, of our total revenue from political broadcast advertisers. If political broadcast advertising revenues declined, especially in an even-numbered year, our results of operations and financial condition could also be materially adversely affected.
For the years ended December 31, 2025 and 2024, we derived approximately 1% and 14%, respectively, of our total revenue from political broadcast advertisers. If political broadcast advertising revenues declined, especially in an even-numbered year, our results of operations and financial condition could be materially adversely affected.
Subject to our ability to meet certain borrowing conditions under our Fifth Amended and Restated Credit Agreement (the “Senior Credit Agreement”), we have the ability to incur significant additional debt, including secured debt under our $680 million revolving credit facility.
Subject to our ability to meet certain borrowing conditions under our Fifth Amended and Restated Credit Agreement (the “Senior Credit Agreement”), we have the ability to incur significant additional debt, including secured debt under our $750 million revolving credit facility (the “Revolving Credit Facility”).
One of our most significant costs is for the purchase of television programming. If a particular program is not sufficiently popular among audiences in relation to the cost we pay for such program, we may not be able to sell enough related advertising time for us to recover the costs we pay to broadcast the program.
One of our most significant costs is the purchase of television programming. If a particular program is not sufficiently popular among audiences relative to the cost we pay for such program, we may not be able to sell enough related advertising to recover the broadcast costs.
If we are able to renew or replace existing affiliation agreements, we can give no assurance that any future affiliation agreements will have economic terms or conditions equivalent to or more advantageous to us than our current agreements.
If we are able to renew or replace existing affiliation agreements, we can give no assurance that any future affiliation agreements will have economic terms and conditions equivalent to, or more favorable than, our current agreements.
Cable-network programming, combined with increased access to cable, satellite TV, internet-delivered multichannel video programming distributors (“vMVPDs”), as well as internet video services (such as YouTube) and internet streaming channels and services including subscription video on demand (“SVOD”) and advertising video on demand (“AVOD”) have become significant competitors for television programming viewers.
Cable-network programming, combined with increased access to cable, satellite TV, vMVPDs, as well as internet video services (such as YouTube) and internet streaming channels and services including subscription video on demand (“SVOD”) and advertising video on demand (“AVOD”) have become significant competitors for television programming viewers.
Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network during the term of the related agreement. Our affiliation agreements generally expire at various dates through December 31, 2028 (with respect to Big Four networks).
Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network during the term of the related agreement. Our affiliation agreements with the Big Four networks expire at various dates from mid-2027 through December 31, 2028.
Consummation of any proposed acquisition at any time may also be subject to various conditions such as compliance with FCC rules and policies. Consummation of acquisitions may also be subject to antitrust or other regulatory requirements.
Consummation of any proposed acquisition may also be subject to various conditions such as compliance with FCC rules and policies, as well as antitrust or other regulatory requirements.
Some of the factors that could cause fluctuation in the stock price or trading volume of our equity securities include: ● general market and economic conditions and market trends, including in the television broadcast industry and the financial markets generally, including levels of key interest rates; ● the political, economic and social situation in the United States; ● actual or anticipated variations in operating results, including audience share ratings and financial results; ● inability to meet projections in revenue; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments; ● technological innovations in the television broadcast industry; ● adoption of new accounting standards affecting our industry; ● operations of competitors and the performance of competitors’ common stock; ● litigation or governmental action involving or affecting us or our subsidiaries; ● changes in financial estimates and recommendations by securities analysts; ● recruitment or departure of key personnel; ● purchases or sales of blocks of our common stock; and ● operating and stock performance of the companies that investors may consider to be comparable. 24 There can be no assurance that the price of our equity securities will not fluctuate or decline significantly.
Some of the factors that could cause fluctuation in the stock price or trading volume of our equity securities include: ● general market and economic conditions and market trends, including in the television broadcast industry and the financial markets generally, including levels of key interest rates, inflation and recessionary concerns; ● the political, economic and social environment in the United States; 23 ● actual or anticipated variations in operating results, including audience share ratings and financial results; ● inability to meet projections in revenue; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments; ● technological innovations in the television broadcast industry; ● adoption of new accounting standards affecting our industry; ● operations of competitors and the performance of competitors’ common stock; ● litigation or governmental action involving or affecting us or our subsidiaries; ● changes in financial estimates and recommendations by securities analysts; ● recruitment or departure of key personnel; ● purchases or sales of blocks of our common stock; and ● operating and stock performance of the companies that investors may consider to be comparable.
Finally, any cost savings that are realized may be offset by losses in revenues from the acquired business, any assets or operations disposed of in connection therewith or otherwise, or charges to earnings in connection with such acquisitions. 16 We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs.
Finally, any cost savings that are realized may be offset by revenue losses from the acquired business, by the disposition of assets or operations in connection with the acquisition, or by charges to earnings associated with such acquisitions. 16 We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs.
Because digital advertising techniques are evolving, if our content, technology and/or advertisement-serving techniques do not evolve to meet the changing needs of advertisers, our advertising revenue could decline. Changes in our business model, advertising inventory or initiatives could also cause a decrease in our digital advertising revenue. We do not have long-term agreements with most of our digital advertisers.
Because digital advertising techniques are evolving, if our content, technology and/or advertisement-serving techniques do not evolve to meet the changing needs of advertisers, our advertising revenue could decline. Changes in our business model, advertising inventory or initiatives could also cause a decrease in our digital advertising revenue.
Such replacement programming may involve higher costs and may not be as attractive to our target audiences, thereby reducing our ability to generate advertising revenue, which could have a material adverse effect on our results of operations. On the other hand, replacement programming may provide additional advertising inventory than that provided to affiliated stations by their networks.
Such replacement programming may involve higher costs and may be less attractive to our target audiences, thereby reducing our ability to generate advertising revenue, and potentially having a material adverse effect on our results of operations. On the other hand, replacement programming may provide additional advertising inventory than that provided to affiliated stations by their networks.
The price and trading volume of our equity securities may be volatile and subject to fluctuations.
Risks Related to the Ownership of Our Equity Securities The price and trading volume of our equity securities may be volatile. The price and trading volume of our equity securities may be volatile and subject to fluctuations.
The FCC has pursued several enforcement matters regarding broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident, up to a maximum of approximately $4.7 million for a continuing violation.
The FCC has pursued several enforcement matters regarding broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident, up to a maximum of approximately $4.7 million for a continuing violation. The courts remain free to review the FCC’s current policy.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2024 and 2023, we derived a material portion of non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2025 and 2024, we derived a material portion of our non-political local, national, and digital broadcast advertising revenue (“Core Advertising Revenue”) from advertisers in a limited number of industries, particularly the services sector, (primarily financial, legal and medical advertisers) and the automotive industry.
Our inability or failure to broadcast popular programs, or otherwise maintain viewership for any reason, including as a result of increases in programming alternatives, or our loss of advertising due to technological changes, could result in a lessening of advertisers, or a reduction in the amount advertisers are willing to pay us to advertise, which could have a material adverse effect on our business, financial condition and results of operations. 20 Risks Related to Our Indebtedness We have substantial debt and have the ability to incur significant additional debt.
Our inability or failure to broadcast popular programs, or otherwise maintain viewership for any reason, including as a result of increases in programming alternatives, or our loss of advertising due to technological changes, could result in a lessening of advertisers, or a reduction in the amount advertisers are willing to pay us to advertise, which could have a material adverse effect on our business, financial condition and results of operations.
The FCC also considers television Local Marketing Agreements (“LMAs”) (which are agreements under which a television station sells or provides more than 15% of the programming on another same-market television station) as “attributable interests.” Pursuant to the FCC’s ownership rules currently in effect, our ability to expand in our present markets through additional station acquisitions or LMAs may be constrained.
The FCC also considers television Local Marketing Agreements (“LMAs”) (which are agreements under which a television station sells or provides more than 15% of the programming on another same-market television station) as “attributable interests.” Pursuant to the FCC’s ownership rules currently in effect, our ability to expand in our present markets through additional station acquisitions or LMAs may be constrained. 26 The FCC ’ s National Television Station Ownership Rule limits the maximum number of households we can reach.
We may also replace programs that are performing poorly before we have recaptured any significant portion of the costs we incurred in obtaining such programming or fully expensed the costs for financial reporting purposes. Any of these factors could reduce our revenues, result in the incurrence of impairment charges, or otherwise cause our costs to escalate relative to revenues.
We may also replace underperforming programs before we have recaptured any significant portion of the costs we incurred to obtain such programming or fully expensed those costs for financial reporting purposes. Any of these factors could reduce our revenues, result in impairment charges, or otherwise cause our costs to escalate relative to revenues.
If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations due under the respective agreements, which could have a material adverse effect on us. 21 The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions.
If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations due under the respective agreements, which could have a material adverse effect on us.
Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity incident or that such coverage will continue to be available on commercially reasonable terms or at all. 19 Industry Risks We operate in a highly competitive environment.
Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity incident, that it will cover all types of events or losses (including fines, penalties or certain categories of business interruption), or that such coverage will continue to be available on commercially reasonable terms or at all. 19 Industry Risks We operate in a highly competitive environment.
As these programming alternatives continue to drive changes in consumer behavior and other consumption strategies, our business and results of operations may be materially affected.
As these programming alternatives continue to drive changes in consumer behavior and other consumption strategies, including the fragmentation of audiences across platforms and devices, our business and results of operations may be materially affected.
The outcomes of these proceedings could affect future FCC policies in this area, and we are unable to predict the outcome of any such judicial proceeding, which could have a material adverse effect on our business. The FCC ’ s duopoly restrictions limit our ability to own and operate multiple television stations in the same market.
We are unable to predict the outcome of any such judicial proceeding, which could have a material adverse effect on our business. The FCC ’ s local ownership restrictions limit our ability to own and operate multiple television stations in the same market.
In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF Discount. This proceeding remains pending. This rule may constrain our ability to expand through additional station acquisitions. Currently our station portfolio reaches approximately 37% of total United States television households.
In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF Discount. This proceeding remains pending. This rule may constrain our ability to expand through additional station acquisitions.
Furthermore, it may be possible that actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets will not achieve their intended effect.
Furthermore, actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets may not achieve their intended effects.
Stock price volatility might be worse if the trading volume of shares of our equity securities is low. Furthermore, stockholders may initiate securities class action lawsuits if the market price of our equity securities were to decline significantly, which may cause us to incur substantial costs and could divert the time and attention of our management.
Furthermore, stockholders may initiate securities class action lawsuits if the market price of our equity securities were to decline significantly, which may cause us to incur substantial costs and could divert the time and attention of our management.
In addition, we typically experience fluctuations in our revenue and broadcast operating income between even-numbered and odd-numbered years. In years in which there are impending elections for various state and national offices, which primarily occur in even-numbered years, political advertising revenue tends to increase, often significantly, and particularly during presidential election years.
In years in which there are impending elections for various state and national offices, which primarily occur in even-numbered years, political advertising revenue tends to increase, often significantly, and particularly during presidential election years.
Although we have systems and processes in place to try to protect against risks associated with cybersecurity incidents in the future, depending on the nature of an cybersecurity incident, these protections may not be fully sufficient.
Although we have systems and processes in place to try to protect against risks associated with cybersecurity incidents in the future, depending on the nature of a cybersecurity incident, these protections may not be fully sufficient or effective, particularly as threat techniques, tools and attack vectors evolve.
If the rates on which our borrowings are based were to increase from current levels, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our other obligations would decrease.
If the rates on which our borrowings are based were to increase from current levels, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our other obligations would decrease. 22 Other Financial Risks We recently have incurred impairment charges on our goodwill, broadcast licenses, other intangible assets and investments.
During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
Approximately 17%, 20%, and 20% of our Core Advertising Revenue was derived from advertising sales to automotive customers for the years ended December 31, 2025, 2024, and 2023, respectively.
Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations. 22 Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations.
The terms of any such preferred stock, if issued, may materially adversely affect the dividend and liquidation rights of holders of our common stock. 25 Holders of our Class A common stock have the right to 10 votes per share on all matters to be voted on by our stockholders and, consequently, the ability to exert significant influence over us.
Holders of our Class A common stock have the right to 10 votes per share on all matters to be voted on by our stockholders and, consequently, the ability to exert significant influence over us.
Increased cybersecurity threats, attacks, and cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.
If we do not maintain or increase our digital advertising revenue, our business, results of operations and financial condition could be materially adversely affected. 18 Increased cybersecurity threats, attacks, and cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.
The Company is subject to governmental oversight regarding compliance with antitrust law as well as related civil litigation. Various governmental agencies, including the DOJ, have authority to enforce the antitrust laws of the United States in the broadcast television industry. The DOJ has increased its enforcement activities within the industry.
Various governmental agencies, including the DOJ, have authority to enforce the antitrust laws of the United States in the broadcast television industry. The DOJ has increased its enforcement activities within the industry.
As a result of the seasonality and cyclicality of our revenue and broadcast operating income, and the historically significant increase in our revenue and broadcast operating income during even-numbered years, it has been, and is expected to remain, difficult to engage in period-over-period comparisons of our revenue and results of operations.
As a result of the seasonality and cyclicality of our revenue and broadcast operating income, and the historically significant increase in our revenue and broadcast operating income during even-numbered years, it has been, and is expected to remain, difficult to conduct meaningful period-over-period comparisons of our revenue and results of operations. 14 Uncertain financial, economic and political conditions may have an adverse impact on our business, results of operations or financial condition.
The TVPA of 2019 also made permanent the requirement that broadcasters and MVPDs negotiate in good faith and adds a provision that will (i) allow MVPDs to designate a buying group to negotiate retransmission consent agreements on their behalf and (ii) require large stations groups, including ours, to negotiate in good faith with a qualified MVPD buying group. 18 Congress continues to consider various changes to the statutory scheme governing retransmission of broadcast programming.
The TVPA of 2019 also made permanent the requirement that broadcasters and MVPDs negotiate in good faith and added a provision that (i) allows MVPDs to designate a buying group to negotiate retransmission consent agreements on their behalf and (ii) requires large station groups, including ours, to negotiate in good faith with a qualified MVPD buying group.
As of December 31, 2024, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.5 billion.
Any such future charges may have a material effect on the value of our total assets. As of December 31, 2025, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.4 billion.
(the “Raycom Merger”), our Articles allow our Board of Directors to issue up to 20 million shares of preferred stock and set forth the terms of such preferred stock.
(the “Raycom Merger”), our Articles allow our Board of Directors to issue up to 20 million shares of preferred stock and set forth the terms of such preferred stock. The terms of any such preferred stock, if issued, may materially adversely affect the dividend and liquidation rights of holders of our common stock.
If the estimated fair value of these intangible assets is less than book value, we will be required to record a non-cash expense to write down the book value of the intangible asset to the estimated fair value. We cannot make any assurances that any required impairment charges will not have a material adverse effect on our total assets.
If the estimated fair value of these intangible assets is less than book value, we will be required to record a non-cash expense to write down the book value of the intangible asset to the estimated fair value.
Borrowings under our Senior Credit Agreement are at variable rates of interest and expose us to interest rate risk.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly. Borrowings under our Senior Credit Agreement are at variable rates of interest and expose us to interest rate risk.
Cable networks’ viewership and advertising share have been declining in recent years, while streaming viewership has accelerated and recently surpassed the combined viewership of broadcast and cable-network programming combined. Further increases in the advertising share of cable networks, internet video services, and internet streaming channels and services could materially adversely affect the advertising revenue of our television stations.
Cable networks’ viewership and advertising share have been declining in recent years, while streaming viewership has accelerated and recently surpassed the combined viewership of broadcast and cable-network programming combined.
Our ability to successfully negotiate future retransmission consent agreements may be hindered by potential legislative or regulatory changes to the framework under which these agreements are negotiated.
Our ability to successfully negotiate future retransmission consent agreements may be hindered by potential legislative or regulatory changes to the framework under which these agreements are negotiated. In December 2019, Congress adopted the Satellite Television Community Protection and Promotion Act of 2019 and the Television Viewer Protection Act of 2019 (the “TVPA of 2019”).
The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
The services sector has become an increasingly important source of advertising revenue in recent years. Approximately 26%, 23%, and 27% of our Core Advertising Revenue was derived from advertising sales to customers in the services sector for the years ended December 31, 2025, 2024, and 2023, respectively.
We may be unable to maintain or increase our digital advertising revenue, which could have a material adverse effect on our business and operating results. We generate a meaningful portion of our advertising revenue from the sale of advertisements on our digital platforms and through the sale of inventory on digital platforms owned by third parties.
We generate a meaningful portion of our advertising revenue from the sale of advertisements on our digital platforms and through the sale of inventory on digital platforms owned by third parties.
Any termination, change or decrease in our relationships with our largest digital advertising clients could have a material adverse effect on our revenue and profitability. If we do not maintain or increase our digital advertising revenue, our business, results of operations and financial condition could be materially adversely affected.
Any termination, change or decrease in our relationships with our largest digital advertising clients could have a material adverse effect on our revenue and profitability.
The agreements governing our various debt obligations, including our Senior Credit Agreement and the Existing Indentures, include covenants imposing significant restrictions on our operations. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.
The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions. The agreements governing our various debt obligations, including our Senior Credit Agreement and the Existing Indentures, include covenants imposing significant restrictions on our operations.
Seasonal fluctuations typically result in higher revenue and broadcast operating income in the second and fourth quarters rather than in the first and third quarters of each year. This seasonality is primarily attributable to advertisers’ increased expenditures in the spring and in anticipation of holiday season spending in the fourth quarter and an increase in television viewership during these periods.
This seasonality is primarily attributable to advertisers’ increased expenditures in the spring and in anticipation of holiday season spending in the fourth quarter, as well as increased television viewership during these periods. In addition, we typically experience fluctuations in our revenue and broadcast operating income between even-numbered and odd-numbered years.
We can provide no assurance when or if any future dividends will be declared on our common stock or Class A common stock. As a result, if and to the extent an investor ascribes value to a dividend paying stock, the value of our common stock or Class A common stock may be correspondingly affected.
We can provide no assurance when or if any future dividends will be declared on our common stock or Class A common stock.
Some of the proposed bills would make it more difficult to negotiate retransmission consent agreements with large MVPDs and would weaken our leverage to seek market-based compensation for our programming. We cannot predict whether any of these proposals will become law, and, if any do, we cannot determine the effect that any statutory changes would have on our business.
Congress continues to consider various changes to the statutory scheme governing retransmission of broadcast programming. Some of the proposed bills would make it more difficult to negotiate retransmission consent agreements with large MVPDs and would weaken our leverage to seek market-based compensation for our programming.
Anti-takeover provisions contained in our Restated Articles of Incorporation ( “ Articles ” ) and our Bylaws, as amended ( “ Bylaws ” ), as well as provisions of Georgia law, could impair a takeover attempt.
As a result, if and to the extent an investor ascribes value to a dividend-paying stock, the value of our common stock or Class A common stock may be correspondingly affected. 24 Anti-takeover provisions contained in our Restated Articles of Incorporation ( “ Articles ” ) and our Bylaws, as amended ( “ Bylaws ” ), as well as provisions of Georgia law, could impair a takeover attempt.
Uncertain financial and economic conditions may have an adverse impact on our business, results of operations or financial condition. Uncertainty of financial and economic conditions over the longer term and the continuation or worsening of such conditions could reduce consumer confidence and have an adverse effect on our business, results of operations and/or financial condition.
Uncertainty regarding financial, economic and political conditions over the longer term and the continuation or worsening of such conditions could reduce consumer confidence and adversely affect our business, results of operations and/or financial condition. A decline in consumer confidence could negatively affect our advertising customers’ businesses and their advertising budgets.
The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations. Currently, we have a $5.7 billion in aggregate principal amount of outstanding indebtedness, excluding intercompany debt and deferred financing costs.
Risks Related to Our Indebtedness We have substantial debt and have the ability to incur significant additional debt. The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations.
Risks Related to Our Business Operating Risks The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control. Our main source of revenue is the sale of advertising time and space.
Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including the occurrence of one or more of the following risk factors. 13 Risks Related to Our Business Operating Risks The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control.
If consumer confidence were to decline, this decline could negatively affect our advertising customers’ businesses and their advertising budgets. In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales.
In addition, volatile economic conditions and/or the adoption or expansion of trade restrictions or other governmental actions related to tariffs or trade policies could negatively impact our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales.
Cybersecurity threat actors also may attempt to exploit vulnerabilities through software including that is software commonly used by companies in cloud-based services and bundled software.
Cybersecurity threat actors also may attempt to exploit vulnerabilities in widely used or bundled software, including software commonly used by companies in cloud-based services, and may target third parties on whom we rely for hosting, content delivery, advertising technology, audience measurements and other critical services.
If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our financial condition and ability to meet our obligations may be materially adversely affected. 23 Our defined benefit pension plan obligations are currently funded, however, if certain factors worsen, we may have to make significant cash payments, which could reduce the cash available for our business.
Payments by our subsidiaries are also contingent upon the subsidiaries’ earnings. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our financial condition and ability to meet our obligations may be materially adversely affected.
This Annual Report also contains and incorporates, by reference, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including the occurrence of one or more of the following risk factors.
This Annual Report also contains and incorporates, by reference, forward-looking statements that involve risks and uncertainties.
Other Financial Risks We recently have incurred impairment charges on our goodwill, other intangible assets and investments. In prior periods we have incurred impairment charges on our broadcast licenses. Any such future charges may have a material effect on the value of our total assets.
During the year ended December 31, 2025, we recognized an impairment charge of $2 million related to broadcast licenses and $28 million related to other intangibles. We cannot make any assurances that any required impairment charges in the future will not have a material adverse effect on our total assets.
Removed
The FCC has taken actions to implement various provisions of the STELAR Reauthorization Act of 2014 affecting the carriage of television stations, including (i) adopting rules that allow for the modification of satellite television markets in order to ensure that satellite operators carry the broadcast stations of most interest to their communities; (ii) tightening its rules on joint retransmission consent negotiations to prohibit joint negotiations by stations in the same market unless those stations are commonly controlled; (iii) prohibiting a television station from limiting the ability of an MVPD to carry into its local market television signals that are deemed significantly viewed; and (iv) eliminating the “sweeps prohibition,” which had precluded cable operators from deleting or repositioning local commercial television stations during “sweeps” ratings periods.
Added
Our main source of revenue is the sale of advertising time and space.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest change“Risk Factors”. 28 Governance Management is responsible for the Company’s day-to-day risk management and the Board serves in an oversight role. The Board has empowered the Audit Committee with formal oversight of enterprise risk matters, including with respect to cybersecurity.
Biggest changeGovernance Management is responsible for the Company’s day-to-day risk management, and the Board serves in an oversight role. The Board has empowered the Audit Committee with formal oversight of enterprise risk matters, including with respect to cybersecurity.
In addition, our internal auditors along with management also conduct periodic monitoring of our internal controls over our data security and customer privacy systems and processes. For many vendors for the Company, we request copies of standard security reports or assessments, such as System and Organization Controls (“SOC”) reports, to support our assessment of our vendors’ security practices .
In addition, our internal auditors along with management also conduct periodic monitoring of our internal controls over our data security and customer privacy systems and processes. 27 For many vendors for the Company, we request copies of standard security reports or assessments, such as System and Organization Controls (“SOC”) reports, to support our assessment of our vendors’ security practices.
For additional information regarding the risks from cybersecurity threats and incidents we face, see the section captioned “Operating Risks – Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer” within Part I, Item 1A.
For additional information regarding the risks from cybersecurity threats and incidents we face, see the section captioned “Operating Risks – Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer” within Part I, Item 1A. “Risk Factors”.
In addition, the Board receives quarterly reports on risk management activities across Gray operations, including with respect to cybersecurity.
In addition, the Board receives quarterly reports on risk management activities across Gray operations, including with respect to cybersecurity. 28

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed4 unchanged
Biggest changeWe also own Assembly Atlanta, which is a 135-acre real estate complex centered around the studio industry located in the City of Doraville, Georgia. The Assembly Atlanta development includes the 43-acre Assembly Studios complex.
Biggest changeWe also own Third Rail Studios and Assembly Atlanta, which is a 135-acre real estate complex centered around the studio industry located in the City of Doraville, Georgia. The Assembly Atlanta development includes the 43-acre Assembly Studios complex.
We believe our owned and leased properties are in good condition and suitable for the conduct of our present business. 29
We believe our owned and leased properties are in good condition and suitable for the conduct of our present business.
The studio operations are managed under an operating agreement with NBCUniversal Media, LLC (“NBCU”) through which NBCU will lease and operate the state-of-the-art studio facilities as well as manage our retained studio facilities at Assembly Studios and the adjacent Third Rail Studios.
The studio operations are managed under an operating agreement with NBCUniversal Media, LLC (“NBCU”) through which NBCU leases and operates the state-of-the-art studio facilities as well as manages our retained studio facilities at Assembly Studios and the adjacent Third Rail Studios.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

8 edited+0 added−0 removed7 unchanged
Biggest changeBreland is past president of the Fox Affiliate Board of Governors and past chairman for the Louisiana Association of Broadcasters. PART II
Biggest changeShe serves on the Board of Directors for the Carole Kneeland Project and the Arnolt Center for Investigative Journalism in The Media School at Indiana University. Ms. Breland is a past president of the Fox Affiliate Board of Governors and past chairperson for the Louisiana Association of Broadcasters. PART II
Gignac , age 49, has served as our Executive Vice President since April 2024 and as our Chief Financial Officer since July 2024. Previously, he served as Managing Director and Head of Media & Telecom Investment Banking at Wells Fargo Securities. Prior to that he spent 18 years in leveraged finance, focused on the telecom, media and technology industries.
Gignac , age 50, has served as our Executive Vice President since April 2024 and as our Chief Financial Officer since July 2024. Previously, he served as Managing Director and Head of Media & Telecom Investment Banking at Wells Fargo Securities. Prior to that he spent 18 years in leveraged finance, focused on the telecom, media and technology industries.
Howell, who is a member of our Board of Directors. Previously, Mr. Howell served as a board member of the National Association of Broadcasters and the NBC Affiliate Board. Donald P. LaPlatney , age 65 has served as our President and Co-Chief Executive Officer since January 2, 2019.
Howell, who is a member of our Board of Directors. Previously, Mr. Howell served as a board member of the National Association of Broadcasters and the NBC Affiliate Board. 29 Donald P. LaPlatney , age 66 has served as our President and Co-Chief Executive Officer since January 2, 2019.
LaPlatney held various executive positions at The Tube Media Corp., Westwood One, and Raycom Sports. In addition, Mr. LaPlatney serves as Chairman of the Television Board of the National Association of Broadcasters. Previously, Mr. LaPlatney served as Chairman of the NBC Affiliate Board. Jeffrey R.
LaPlatney held various executive positions at The Tube Media Corp., Westwood One, and Raycom Sports. In addition, Mr. LaPlatney serves on the Board of the National Association of Broadcasters (NAB). Previously, Mr. LaPlatney served as Chairman of the NBC Affiliate Board as well as the Chairman of the Television Board of the NAB. Jeffrey R.
He is a member and officer of the CBS Affiliate Board and a past member of the FOX Affiliate Board of Governors. 30 Sandra Breland , age 62, has served as our Chief Operating Officer since May 2023. In early 2019, Ms.
He is a past officer of the CBS Affiliate Board and a past member of the FOX Affiliate Board of Governors. Sandra Breland , age 63, has served as our Chief Operating Officer since May 2023. In early 2019, Ms.
Item 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information with respect to our executive officers as of February 21, 2025: Hilton H. Howell, Jr. , age 62, has served as our Executive Chairman and Chief Executive Officer since January 2, 2019. Prior to that, Mr.
Item 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information with respect to our executive officers as of February 20, 2026: Hilton H. Howell, Jr. , age 63, has served as our Executive Chairman and Chief Executive Officer since January 2, 2019. Prior to that, Mr.
Prior to Wells Fargo, Jeff worked at Ernst & Young and Arthur Andersen. He holds a BA in Accounting from Michigan State University and is a licensed CPA in the State of Georgia. Kevin P. Latek , age 54, has served as our Executive Vice President and Chief Legal and Development Officer since February 2016.
Prior to Wells Fargo, Jeff worked at Ernst & Young and Arthur Andersen. He holds a BA in Accounting from Michigan State University. Kevin P. Latek , age 55, has served as our Executive Vice President and Chief Legal and Development Officer since February 2016.
Breland joined Gray as a Senior Vice President of Local Media upon Gray’s acquisition of Raycom Media, where she served as a Group Vice President. Ms. Breland has over 30 years of experience in local broadcasting. She serves on the Board of Directors for the Carole Kneeland Project. Ms.
Breland joined Gray as a Senior Vice President of Local Media upon Gray’s acquisition of Raycom Media, where she served as a Group Vice President. With extensive experience in local broadcasting, Ms. Breland has held leadership roles as General Manager and News Director across multiple markets throughout her career.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−1 removed5 unchanged
Biggest changeAs of 1/1/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Gray Media, Inc. common stock $ 100 $ 83 $ 95 $ 54 $ 45 $ 17 NYSE Composite Index $ 100 $ 107 $ 129 $ 117 $ 133 $ 154 TV Broadcasting Stations Index $ 100 $ 90 $ 95 $ 74 $ 67 $ 74 32 As of 1/1/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Gray Media, Inc.
Biggest changeAs of 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Gray Media, Inc. common stock $ 100 $ 114 $ 65 $ 54 $ 20 $ 33 NYSE Composite Index $ 100 $ 121 $ 109 $ 124 $ 144 $ 170 TV Broadcasting Stations Index $ 100 $ 106 $ 83 $ 75 $ 83 $ 112 31 As of 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Gray Media, Inc.
Shares of the Preferred Stock accrue dividends on the face value of $650 million in (A) cash at a rate of 8% per annum or, (B) at the Company’s option, in-kind at a rate of 8.5% per annum, as declared by our Board of Directors. 31 Stock Performance Graph The following graphs compare the cumulative total return of our common stock and Class A common stock from January 1, 2020 to December 31, 2024, as compared to the stock market total return indexes for (i) The New York Stock Exchange Composite Index (the “NYSE Composite Index”) and (ii) The New York Stock Exchange Television Broadcasting Stations Index (the “TV Broadcasting Stations Index”).
Shares of the Preferred Stock accrue dividends on the face value of $650 million in (A) cash at a rate of 8% per annum or, (B) at the Company’s option, in-kind at a rate of 8.5% per annum, as declared by our Board of Directors. 30 Stock Performance Graph The following graphs compare the cumulative total return of our common stock and Class A common stock from December 31, 2020 to December 31, 2025, as compared to the stock market total return indexes for (i) The New York Stock Exchange Composite Index (the “NYSE Composite Index”) and (ii) The New York Stock Exchange Television Broadcasting Stations Index (the “TV Broadcasting Stations Index”).
During 2024, we paid quarterly cash dividends on our outstanding 650,000 shares of Series A Perpetual Preferred Stock (the “Preferred Stock”).
During 2025, we paid quarterly cash dividends on our outstanding 650,000 shares of Series A Perpetual Preferred Stock (the “Preferred Stock”).
During 2024, we have paid quarterly cash dividends totaling $0.32 per share on both classes of our common stock.
During 2025, we have paid quarterly cash dividends totaling $0.32 per share on both classes of our common stock.
The graphs assume the investment of $100 in each of our common stock and the Class A common stock, respectively, the NYSE Composite Index and the TV Broadcasting Stations Index on January 1, 2020. Any dividends are assumed to have been reinvested as paid.
The graphs assume the investment of $100 in each of our common stock and the Class A common stock, respectively, the NYSE Composite Index and the TV Broadcasting Stations Index on December 31, 2020. Any dividends are assumed to have been reinvested as paid.
As of February 21, 2025, we had 91,812,952 outstanding shares of common stock held by 16,451 stockholders and 9,730,058 outstanding shares of Class A common stock held by 665 stockholders.
As of February 20, 2026, we had 93,563,703 outstanding shares of common stock held by 20,672 stockholders and 10,212,436 outstanding shares of Class A common stock held by 1,169 stockholders.
Removed
Class A common stock $ 100 $ 84 $ 94 $ 57 $ 46 $ 41 NYSE Composite Index $ 100 $ 107 $ 129 $ 117 $ 133 $ 154 TV Broadcasting Stations Index $ 100 $ 90 $ 95 $ 74 $ 67 $ 74 33
Added
Class A common stock $ 100 $ 112 $ 68 $ 55 $ 49 $ 84 NYSE Composite Index $ 100 $ 121 $ 109 $ 124 $ 144 $ 170 TV Broadcasting Stations Index $ 100 $ 106 $ 83 $ 75 $ 83 $ 112 32

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

84 edited+28 added−18 removed34 unchanged
Biggest changeBelow is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and “Secured Leverage Ratio” as defined in our Senior Credit Agreement as of December 31, 2024: Calculation of Leverage Ratio, First Lien Leverage Ratio and Secured Leverage Ratio, as each is defined in our Senior Credit Agreement (Unaudited): Eight Quarters Ended December 31, 2024 (in millions) Net income $ 299 Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement: Depreciation 289 Amortization of intangible assets 319 Non-cash stock-based compensation 42 Common stock contributed to 401(k) plan 10 Loss on disposal of assets, net 41 Gain on disposal of investment, not in the ordinary course (110 ) Interest expense 925 Gain on early extinguishment of debt (31 ) Income tax expense 111 Impairment of investment 97 Amortization of program broadcast rights 66 Payments for program broadcast rights (67 ) Pension benefit (5 ) Contributions to pension plans (4 ) Adjustments for unrestricted subsidiaries 45 Adjustments for stations acquired or divested, financings and expected synergies during the eight quarter period (1 ) Other 2 Total eight quarters ended December 31, 2024 $ 2,028 Leverage Ratio Denominator (total eight quarters ended December 31, 2024, divided by 2) $ 1,014 December 31, 2024 (dollars in millions) Total outstanding principal, including current portion $ 5,690 Letters of credit outstanding 6 Cash (135 ) Adjusted Total Indebtedness $ 5,561 Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00) 5.49 Total outstanding principal secured by a first lien $ 3,143 Cash (135 ) First Lien Adjusted Total Indebtedness $ 3,008 First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1) 2.97 Total outstanding principal secured by a lien $ 3,143 Cash (135 ) Secured Adjusted Total Indebtedness $ 3,008 Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) 2.97 (1) At any time any amounts are outstanding under our revolving credit facility, our maximum First Lien Leverage Ratio cannot exceed 4.25 to 1.00. 41 Retirement Plans We sponsor and contribute to defined benefit and defined contribution retirement plans.
Biggest changeOur “First Lien Adjusted Total Indebtedness”, “Secured Adjusted Total Indebtedness” and “Adjusted Total Indebtedness” in each case net of all cash, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement for the applicable amount of indebtedness. 40 Below is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and “Secured Leverage Ratio” as defined in our Senior Credit Agreement as of December 31, 2025: Calculation of Leverage Ratio, First Lien Leverage Ratio and Secured Leverage Ratio, as each is defined in our Senior Credit Agreement (Unaudited): Eight Quarters Ended December 31, 2025 (in millions) Net income $ 290 Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement: Depreciation 277 Amortization of intangible assets 229 Non-cash stock-based compensation 44 Loss on disposal of assets, net 14 Gain on disposal of investment, not in the ordinary course (115 ) Interest expense 959 Gain on early extinguishment of debt (24 ) Income tax expense 89 Impairment of goodwill, other intangibles and investments 75 Amortization of program broadcast rights 55 Payments for program broadcast rights (56 ) Pension expense 1 Adjustments for unrestricted subsidiaries 34 Specified Transaction Costs and Expenses 6 Other 1 Total eight quarters ended December 31, 2025 $ 1,879 Leverage Ratio Denominator (total eight quarters ended December 31, 2025, divided by 2) $ 939 Total outstanding principal secured by a first lien $ 2,649 Less: Cash (368 ) First Lien Adjusted Total Indebtedness $ 2,281 First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1) 2.43 Total outstanding principal secured by a lien $ 3,799 Less: Cash (368 ) Secured Adjusted Total Indebtedness $ 3,431 Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) (2) 3.65 Total outstanding principal, including current portion $ 5,810 Letters of Credit Outstanding 5 Less: Cash (368 ) Adjusted Total Indebtedness $ 5,447 Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00) 5.80 (1) At any time any amounts are outstanding under our revolving credit facility, our maximum First Lien Leverage Ratio cannot exceed 4.25 to 1.00.
In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with U.S. GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933.
In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933.
Due to certain characteristics of a small number of the stations acquired in 2023, we ascribed approximately $14 million of the value of those transactions to network affiliations. Some broadcast companies may use methods to value acquired network affiliations different than those that we use.
Due to certain characteristics of the small number of the stations acquired in 2023, we ascribed approximately $14 million of the value of those transactions to network affiliations. Some broadcast companies may use methods to value acquired network affiliations different than those that we use.
Although our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the Senior Credit Agreement (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations for the next twelve months and the forseeable future.
Although our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the Senior Credit Agreement (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations for the next twelve months and the foreseeable future.
Recent Accounting Pronouncements. See Note 1 “Description of Business and Summary of Significant Accounting Policies” of our audited consolidated financial statements included elsewhere herein for more information.
Recent Accounting Pronouncements. See Note 1 “Description of Business and Summary of Significant Accounting Policies” of our audited consolidated financial statements included elsewhere herein for more information. 47
We also consider other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market. For our annual goodwill impairment test in 2024, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessments for one of our reporting units.
We also consider other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market. For our annual goodwill impairment test in 2025, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessments for one of our reporting units.
Accordingly, management believes this metric is a very material metric to our debt and equity investors. Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on January 1, 2023.
Accordingly, management believes this metric is a very material metric to our debt and equity investors. Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on January 1, 2024.
A detailed discussion of 2022 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of our Annual Report for the year ended December 31, 2023. Business Overview .
A detailed discussion of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of our Annual Report for the year ended December 31, 2024. Business Overview .
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of December 31, 2024, while others are considered future commitments.
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of December 31, 2025, while others are considered future commitments.
Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. At December 31, 2024 and 2023, the recorded value of our broadcast licenses was $5.3 billion and the recorded value of our goodwill was $2.6 billion, at each date.
Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. At December 31, 2025 and 2024, the recorded value of our broadcast licenses was $5.3 billion and the recorded value of our goodwill was $2.6 billion, at each date.
These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships. 34 Our broadcast and digital advertising revenues are affected by several factors that we consider to be seasonal in nature.
These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships. 33 Our broadcast and digital advertising revenues are affected by several factors that we consider to be seasonal in nature.
We also believe that our future cash expected to be generated from operations and borrowing availability under the Senior Credit Agreement (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations for the next twelve months and the forseeable future. 39 Collateral, Covenants and Restrictions of our Credit Agreements.
We also believe that our future cash expected to be generated from operations and borrowing availability under the Senior Credit Agreement (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations for the next twelve months and the foreseeable future. Collateral, Covenants and Restrictions of our Credit Agreements.
During 2024 and 2023, employer contributions under the Gray 401(k) Plan include matching cash contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral.
During 2025 and 2024, employer contributions under the Gray 401(k) Plan include matching cash contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral.
A net asset of $4 million and $5 million for this plan are recorded in our financial statements as of December 31, 2024 and 2023, respectively. 42 See Note 11 “Retirement Plans” of our audited consolidated financial statements included elsewhere herein for further information concerning these retirement plans.
A net asset of $5 million and $4 million for this plan are recorded in our financial statements as of December 31, 2025 and 2024, respectively. See Note 11 “Retirement Plans” of our audited consolidated financial statements included elsewhere herein for further information concerning these retirement plans.
Our operating revenues are derived primarily from broadcast and digital advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the years ended December 31, 2024, 2023 and 2022, we generated revenue of $3.6 billion, $3.3 billion and $3.7 billion, respectively.
Our operating revenues are derived primarily from broadcast and digital advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the years ended December 31, 2025, 2024 and 2023, we generated revenue of $3.1 billion, $3.6 billion and $3.3 billion, respectively.
Given our assumptions and the specific attributes of the stations we acquired from 2002 through December 31, 2024, we generally ascribe no incremental value to the incumbent network affiliation relationship in each market beyond the cost of negotiating a new agreement with another network and the value of any terms of the affiliation agreement that were more favorable or unfavorable than those generally prevailing in the market.
Given our assumptions and the specific attributes of the stations we acquired from 2002 through 2025, we generally ascribe no incremental value to the incumbent network affiliation relationship in each market beyond the cost of negotiating a new agreement with another network and the value of any terms of the affiliation agreement that were more favorable or unfavorable than those generally prevailing in the market.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2025 will be to reduce our indebtedness, fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities and maintain operations.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2026 will be to reduce our indebtedness, fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities, maintain operations, and fund dividends.
In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units.
In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2025, we performed a qualitative assessment for 74 of our broadcast licenses and three of our reporting units.
Our contractual obligations primarily consist of amounts required to be paid for: the acquisition of television stations; the purchase of property and equipment; service and other agreements; commitments for various syndicated television programs; and commitments under affiliation agreements with networks.
Our contractual obligations primarily consist of amounts required to be paid for: the acquisition of television stations; the purchase of property and equipment; service and other agreements; commitments for various television programming; and commitments under affiliation agreements with networks.
In addition, the Company, at its discretion, may make an additional profit-sharing contribution, based on annual Company performance, to those employees who meet certain criteria. For the years ended December 31, 2024 and 2023, our matching contributions to our Capital Accumulation Plan were approximately $28 million and $26 million, respectively. An additional profit-sharing contribution was not approved for 2024.
In addition, the Company, at its discretion, may make an additional profit-sharing contribution, based on annual Company performance, to those employees who meet certain criteria. For the years ended December 31, 2025 and 2024, our matching contributions to our Capital Accumulation Plan were approximately $25 million and $28 million, respectively. Additional profit-sharing contributions were not approved for 2025 and 2024.
The estimated asset returns for this plan, calculated on a mean market value assuming mid-year contributions and benefit payments, were a gain of 0.7% for the year ended December 31, 2024, and a gain of 13.7% for the year ended December 31, 2023. Other significant assumptions relate to inflation, retirement and mortality rates.
The estimated asset returns for this plan, calculated on a mean market value assuming mid-year contributions and benefit payments, were a gain of 6.8% for the year ended December 31, 2025, and a gain of 0.7% for the year ended December 31, 2024. Other significant assumptions relate to inflation, retirement and mortality rates.
The loss in 2024 was primarily related to the acquisition of a construction permit to build television station KCBU in exchange for the divestiture of television stations KCWY and KGWN in which we recognized a loss of $14 million.
The loss in 2024 was primarily related to the acquisition of a construction permit to build television station KCBU in exchange for the divestiture of television stations KCWY and KGWN in which we recognized a loss of $14 million. Miscellaneous (Expense) Income, Net .
This section of our Annual Report discusses 2024 and 2023 items and year-over-year comparisons between 2024 and 2023.
This section of our Annual Report discusses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024.
Gray Media, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2026 Notes, 2027 Notes, 2030 Notes and 2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Media, Inc.’s subsidiaries.
Gray Media, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2026 Notes, 2030 Notes and 2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Media, Inc.'s subsidiaries (subject to certain limited exceptions).
In connection with the Meredith Transaction, in 2021, we assumed a defined benefit pension plan covering certain legacy Meredith bargaining class employees. As of December 31, 2024 and 2023, the Meredith Plan had combined plan assets of $22 million and $16 million, respectively, and combined projected benefit obligations of $18 million and $11 million, respectively.
In connection with the Meredith Transaction, in 2021, we assumed a defined benefit pension plan covering certain legacy Meredith bargaining class employees. As of December 31, 2025 and 2024, the Meredith Plan had combined plan assets of $25 million and $22 million, respectively, and combined projected benefit obligations of $20 million and $18 million, respectively.
We do not expect that these assumptions are likely to change materially in the future. 44 Annual Impairment Testing of Broadcast Licenses and Goodwill. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level.
We do not expect that these assumptions are likely to change materially in the future. Annual Impairment Testing of Broadcast Licenses and Goodwill. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level. Our broadcasting operating segment comprises a single reporting unit.
GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements.
In addition to results prepared in accordance with GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements.
See Note 13 “Goodwill and Intangible Assets” of our audited consolidated financial statements included elsewhere herein, for the results of our annual impairment tests for the years ended December 31, 2024, 2023 and 2022.
See Note 13 “Goodwill and Intangible Assets” of our audited consolidated financial statements included elsewhere herein, for the results of our annual impairment tests for the years ended December 31, 2025, 2024 and 2023. Valuation of Network Affiliation Agreements.
Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 2027 Notes, 2030 Notes and 2031 Notes are not material or are designated as unrestricted under the Senior Credit Agreement.
Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 2030 Notes, 2031 Notes, the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and 2032 Notes (2L) are not material or are designated as unrestricted under the Senior Credit Agreement.
We recorded a gain on the early extinguishment of debt of $34 million in 2024, primarily as a result of our open-market repurchases of debt, partially offset by the write-off of deferred financing costs related to the open-market repurchases and expenses incurred related to our refinancing activities.
We recorded a gain on the early extinguishment of debt of $34 million in 2024, primarily as a result of our open-market repurchases of debt at prices below face value, partially offset by the write-off of deferred financing costs related to the open-market repurchases and expenses incurred related to our refinancing activities. Income Tax (Benefit) Expense.
Miscellaneous income, net in 2024 was due primarily to a gain of $110 million from the sale of our investment in BMI. Impairment of Investments. During 2024 and 2023, we wrote down the value of certain investments to their estimated net realizable values. The total impairment charges were $25 million and $29 million in 2024 and 2023, respectively. Interest Expense.
Miscellaneous income, net in 2024 was due primarily to a gain of $110 million from the sale of our investment in Broadcast Music, Inc. Impairment of Investments. During 2025 and 2024, we wrote down the value of certain investments to their estimated net realizable values. The total impairment charges were $20 million and $25 million in 2025 and 2024, respectively.
The Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type.
As of December 31, 2025, there were no significant restrictions on our subsidiaries to distribute cash to us or the guarantor subsidiaries. 39 The Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the Revolving Credit Facility, as well as other customary covenants for credit facilities of this type.
As a result, we believe that these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship, and include in their network affiliation valuation amounts related to attributes which we believe are more appropriately reflected in the value of the broadcast license or reporting units.
As a result, we believe that these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship, and include in their network affiliation valuation amounts related to attributes which we believe are more appropriately reflected in the value of the broadcast license or reporting units. 46 The methodology we used to value our stations was based on our evaluation of the broadcast licenses acquired and the characteristics of the markets in which they operated.
Revenue Set forth below are the principal types of revenue, less agency commissions, and the percentage contribution of each to our total revenue (dollars in millions): Year Ended December 31, 2024 2023 2022 Amount % Amount % Amount % Revenue: Core advertising $ 1,490 41 % $ 1,514 46 % $ 1,496 41 % Political 497 14 % 79 2 % 515 14 % Retransmission consent 1,482 41 % 1,532 47 % 1,496 41 % Production companies 105 3 % 86 3 % 93 3 % Other 70 1 % 70 2 % 76 1 % Total $ 3,644 100 % $ 3,281 100 % $ 3,676 100 % Results of Operations Year Ended December 31, 2024 ( “ 2024 ” ) Compared to Year Ended December 31, 2023 ( “ 2023 ” ) Revenue.
Risk Factors” included elsewhere herein. 34 Revenue Set forth below are the principal types of revenue, less agency commissions, and the percentage contribution of each to our total revenue (dollars in millions): Year Ended December 31, 2025 2024 2023 Amount % Amount % Amount % Revenue: Core advertising $ 1,452 47 % $ 1,490 41 % $ 1,514 46 % Political 42 1 % 497 14 % 79 2 % Retransmission consent 1,429 46 % 1,482 41 % 1,532 47 % Production companies 107 3 % 105 3 % 86 3 % Other 65 3 % 70 1 % 70 2 % Total $ 3,095 100 % $ 3,644 100 % $ 3,281 100 % Results of Operations Year Ended December 31, 2025 ( “ 2025 ” ) Compared to Year Ended December 31, 2024 ( “ 2024 ” ) Revenue.
The increase in cash provided by operating activities was primarily due to an increase in net income of $451 million; offset, in part, by a $144 million decrease in cash provided by changes in working capital; and a decrease in net non-cash charges of $204 million.
The decrease in cash provided by operating activities was primarily due to the decrease in net income of $460 million; a decrease in cash provided by changes in working capital of $89 million; and offset, in part, by a decrease in net non-cash charges of $87 million.
We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37 percent of US television households.
We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 114 full-power television markets that collectively reach approximately 37% of US television households.
Critical Accounting Policies The preparation of financial statements in conformity with U.S. GAAP requires us to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those reported amounts.
GAAP requires us to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those reported amounts.
First run programs have not been produced at the time the contract to air such programming is signed, and off network reruns have already been produced.
First run programs are programs such as Wheel of Fortune and off network reruns are programs such as The Big Bang Theory. First run programs have not been produced at the time the contract to air such programming is signed, and off network reruns have already been produced.
For a description of the Company’s various contractual and other commitments requiring future payments, see Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein.
For a description of the Company’s various contractual and other commitments requiring future payments, see Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein. In addition, for a description of the Company's interest payments and future maturities of long-term debt, see Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein.
The 2026 Notes, 2027 Notes, 2029 Notes, 2030 Notes and 2031 Notes include covenants with which we must comply which are typical for financing transactions of their nature. As of December 31, 2024, we were in compliance with all required covenants under all of our debt obligations. In addition to results prepared in accordance with U.S.
The 2026 Notes, 2029 Notes (1L), 2030 Notes, 2031 Notes, 2032 Notes (2L) and 2033 Notes (1L) include covenants with which we must comply which are typical for financing transactions of their nature. As of December 31, 2025, we were in compliance with all required covenants under all of our debt obligations.
The following are our material expected off balance sheet contractual obligations and commitments as of December 31, 2024: ● Cash interest on long-term debt obligations, including interest expense on long-term debt and required future principal repayments under those obligations. ● Preferred Stock dividends. ● On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a three-year $300 million revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, for the purpose of providing additional liquidity in order to repay indebtedness under the Senior Credit Agreement.
The liability for license fees payable under program license agreements is classified as current or long-term, in accordance with the payment terms of the various license agreements. 43 The following are our material expected off balance sheet contractual obligations and commitments as of December 31, 2025: ● Cash interest on long-term debt obligations, including interest expense on long-term debt and required future principal repayments under those obligations. ● Preferred Stock dividends. ● On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, for the purpose of providing additional liquidity.
Net cash used in investing activities decreased $263 million to $28 million for 2024 compared to $291 million for 2023. The net decrease in the amount used was primarily due to a decrease in cash used for purchases of property and equipment and an increase in proceeds received from the sale of investments and other assets.
Net cash used in investing activities increased $35 million to $63 million for 2025 compared to $28 million for 2024. The net increase in the amount used was primarily due to a decrease in cash proceeds received from the sale of investments and other assets, offset, in part, by a decrease in cash used for purchases of property.
During the year ended December 31, 2024, we determined that no contribution to the Gray Pension Plan was required. During the year ended December 31, 2023, we contributed $4 million to the Gray Pension Plan. Currently we do not expect that a contribution to the Gray Pension Plan will be needed in 2025.
During the years ended December 31, 2025 and 2024, we determined that no contributions to the Gray Pension Plan were required. Currently we do not expect that a contribution to the Gray Pension Plan will be needed in 2026.
In 2023, we performed a qualitative assessment for 59 of our broadcast licenses and one of our reporting units.
In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units.
If we conclude that it is more likely than not that a broadcast license or reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we perform the quantitative assessment which involves comparing the estimated fair value of the broadcast license or reporting unit to its respective carrying value.
If we conclude that it is more likely than not that a broadcast license or reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we perform the quantitative assessment which involves comparing the estimated fair value of the broadcast license or reporting unit to its respective carrying value. 45 For our annual broadcast licenses impairment test in 2025, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated through a qualitative assessment were not impaired.
During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
Approximately 17%, 20%, and 20% of our Core Advertising Revenue was derived from advertising sales to automotive customers for the years ended December 31, 2025, 2024, and 2023, respectively.
The broadcast television industry relies primarily on advertising revenue and faces significant competition. For a discussion of certain other presently known, significant risk factors that may affect our business, see “Item 1A. Risk Factors” included elsewhere herein.
Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results. Risk Factors. The broadcast television industry relies primarily on advertising revenue and faces significant competition. For a discussion of certain other presently known, significant risk factors that may affect our business, see “Item 1A.
The discount rate used for determining benefit obligations as of December 31, 2023 was 4.79%. Our assumptions regarding expected return on plan assets reflects asset allocations, the investment strategy and the views of investment managers, as well as historical experience. In 2024, we used an assumed rate of return of 6.25% for our assets invested in the Gray Pension Plan.
Our assumptions regarding expected return on plan assets reflect asset allocations, the investment strategy and the views of investment managers, as well as historical experience. In 2025, we used an assumed rate of return of 5.25% for our assets invested in the Gray Pension Plan.
One reporting unit for all of our broadcast television operations and four for each of the distinct businesses within our production companies. The Company has considered the requirements as stipulated within ASC 350. Management has identified the applicable assets and liabilities for each of the reporting units in accordance with ASC 350.
The Company has considered the requirements as stipulated within ASC 350. Management has identified the applicable assets and liabilities for each of the reporting units in accordance with ASC 350.
Our obligations under the Senior Credit Agreement and the 2029 Notes are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Agreement.
In addition, substantially all of our subsidiaries (subject to certain limited exceptions) are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L).
Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we receive cash reimbursements for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. Consistent with previous practice, we anticipate transferring certain public infrastructure at Assembly Atlanta to the CID for which we anticipate receiving proceeds during 2025.
Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we received aggregate cash reimbursements of $33 million during 2025 for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred.
Our broadcasting operating segment is comprised of a single reporting unit. Each of the distinct businesses within our production companies operating segment represent a reporting unit. Therefore, as of December 31, 2024, we evaluated our goodwill for impairment for five reporting units.
Each of the distinct businesses within our production companies operating segment represents a reporting unit. Therefore, as of December 31, 2025, we evaluated our goodwill for impairment for five reporting units. One reporting unit for all of our broadcast television operations and four for each of the distinct businesses within our production companies.
We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis.
We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis. We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value our television stations.
During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
Approximately 26%, 23%, and 27% of our Core Advertising Revenue was derived from advertising sales to customers in the services sector for the years ended December 31, 2025, 2024, and 2023, respectively.
The portion of the unamortized balance expected to be charged to operating expense in the succeeding year is classified as a current asset, with the remainder classified as a non-current asset. The liability for license fees payable under program license agreements is classified as current or long-term, in accordance with the payment terms of the various license agreements.
The portion of the unamortized balance expected to be charged to operating expense in the succeeding year is classified as a current asset, with the remainder classified as a non-current asset.
Inflation During 2024, we have experienced moderate inflation of our operating expenses and increases in interest rates on amounts outstanding under our Senior Credit Agreement. There can be no assurance that further increases in the rate of inflation or interest rates in the future would not have an adverse effect on operating results.
Inflation During 2025, we have experienced moderate inflation in certain of our operating expenses. There can be no assurance that further increases in the rate of inflation or interest rates in the future would not have an adverse effect on operating results. 44 Critical Accounting Policies The preparation of financial statements in conformity with U.S.
The SPV is also required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. 43 ● Programming obligations not currently accrued that represent obligations for syndicated television programming whose license period has not yet begun, or the program is not yet available. ● Network affiliation agreements representing the fixed obligations under our current agreements with broadcast networks.
On December 31, 2025, amounts outstanding under the Securitization Facility totaled $400 million. ● Programming obligations not currently accrued that represent obligations for syndicated television programming whose license period has not yet begun, or the program is not yet available. ● Network affiliation agreements representing the fixed obligations under our current agreements with broadcast networks.
In addition, for a description of the Company's interest payments and future maturities of long-term debt, see Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein. 38 The following tables present data that we believe is helpful in evaluating our liquidity and capital resources (dollars in millions): Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 751 $ 648 $ 829 Net cash used in investing activities (28 ) (291 ) (503 ) Net cash used in financing activities (609 ) (397 ) (454 ) Net increase (decrease) in cash $ 114 $ (40 ) $ (128 ) December 31, 2024 2023 Cash $ 135 $ 21 Long-term debt, including current portion, less deferred financing costs $ 5,621 $ 6,160 Series A Perpetual Preferred Stock $ 650 $ 650 Borrowing availability under Senior Credit Agreement $ 674 $ 494 Net Cash Provided By (Used In) Operating, Investing and Financing Activities – 2024 Compared to 2023 Net cash provided by operating activities increased $103 million to $751 million in 2024 compared to net cash provided by operating activities of $648 million in 2023.
The following tables present data that we believe is helpful in evaluating our liquidity and capital resources (dollars in millions): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 289 $ 751 $ 648 Net cash used in investing activities (63 ) (28 ) (291 ) Net cash provided (used in) financing activities 7 (609 ) (397 ) Net increase (decrease) in cash $ 233 $ 114 $ (40 ) December 31, 2025 2024 Cash $ 368 $ 135 Long-term debt, including current portion, less deferred financing costs $ 5,744 $ 5,621 Series A Perpetual Preferred Stock $ 650 $ 650 Revolving Credit Facility: Revolving Credit Facility commitment $ 750 $ 680 Undrawn outstanding letters of credit (5 ) (6 ) Borrowing availability under Revolving Credit Facility $ 745 $ 674 38 Net Cash Provided By (Used In) Operating, Investing and Financing Activities – 2025 Compared to 2024 Net cash provided by operating activities decreased $462 million to $289 million in 2025 compared to net cash provided by operating activities of $751 million in 2024.
There is diversity of practice within the industry, and some broadcast companies have considered such network affiliation intangible assets to have a life ranging from 15 to 40 years depending on the specific assumptions utilized by those broadcast companies. 46 The following table reflects the hypothetical impact of the reassignment of value from broadcast licenses to network affiliations for our historical acquisitions (the first acquisition being in 1994) and the resulting increase in amortization expense assuming a hypothetical 15-year amortization period as of our most recent impairment testing date of December 31, 2024 (in millions, except per share data): Percentage of Total Value Reassigned to Network As Affiliation Agreements Reported 50% 25% Balance Sheet (As of December 31, 2024): Broadcast licenses $ 5,311 $ 2,656 $ 3,983 Other intangible assets, net (including network affiliation agreements) 290 1,741 1,016 Statement of Operations (For the year ended December 31, 2024): Amortization of intangible assets 125 275 200 Operating income 851 701 776 Net income attributable to common stockholders 323 211 267 Per share - basic $ 3.40 $ 2.22 $ 2.81 Per share - diluted $ 3.36 $ 2.20 $ 2.78 For future acquisitions, if any, the valuation of the network affiliations may differ from the values of previous acquisitions due to the different characteristics of each station and the market in which it operates.
The following table reflects the hypothetical impact of the reassignment of value from broadcast licenses to network affiliations for our historical acquisitions (the first acquisition being in 1994) and the resulting increase in amortization expense assuming a hypothetical 15-year amortization period as of our most recent impairment testing date of December 31, 2025 (in millions, except per share data): Percentage of Total Value Reassigned to Network As Affiliation Agreements Reported 50% 25% Balance Sheet (As of December 31, 2025): Broadcast licenses $ 5,309 $ 2,654 $ 3,982 Other intangible assets, net (including network affiliation agreements) 157 1,459 808 Statement of Operations (For the year ended December 31, 2025): Amortization of intangible assets 104 254 179 Operating income 392 242 317 Net loss attributable to common stockholders (137 ) (250 ) (193 ) Per share - basic $ (1.41 ) $ (2.58 ) $ (1.99 ) Per share - diluted $ (1.41 ) $ (2.58 ) $ (1.99 ) For future acquisitions, if any, the valuation of the network affiliations may differ from the values of previous acquisitions due to the different characteristics of each station and the market in which it operates.
During 2024 and 2023, we used a net amount of $474 million and $310 million, respectively, for principal payments net of borrowings on our long-term debt. Liquidity. Based on our debt outstanding as of December 31, 2024, we estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following December 31, 2024.
Based on our debt outstanding as of December 31, 2025, we estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following December 31, 2025.
We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value our television stations. 45 We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values.
We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values.
During 2024 and 2023, we used $52 million of cash to pay dividends to holders of our preferred stock and $32 million and $30 million, respectively, to pay dividends to holders of our common stock.
Net cash provided by financing activities was $7 million in 2025 compared to cash used by financing activities $609 million in 2024. During each of 2025 and 2024, we used $52 million of cash to pay dividends to holders of our preferred stock and $33 million and $32 million, respectively, to pay dividends to holders of our common stock.
A discount rate is selected annually to measure the present value of the benefit obligations. In determining the selection of a discount rate, we estimated the timing and amounts of expected future benefit payments and applied a yield curve developed to reflect yields available on high-quality bonds.
In determining the selection of a discount rate, we estimated the timing and amounts of expected future benefit payments and applied a yield curve developed to reflect yields available on high-quality bonds. The yield curve is based on an externally published index specifically designed to meet the criteria of United States Generally Accepted Accounting Principles (“U.S. GAAP”).
Benefits under the Gray Pension Plan are frozen and can no longer increase, and no new participants can be added to the plan. Our funding policy for the Gray Pension Plan is consistent with the funding requirements of existing federal laws and regulations under the Employee Retirement Income Security Act of 1974.
Our funding policy for the Gray Pension Plan is consistent with the funding requirements of existing federal laws and regulations under the Employee Retirement Income Security Act of 1974. A discount rate is selected annually to measure the present value of the benefit obligations.
For more information about these off-balance sheet contractual obligations and commitments please refer to Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein.
For more information about these off-balance sheet contractual obligations and commitments please refer to Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein. Subsequent Events On December 16, 2025, we announced that we reached an agreement with Bahakel Communications, Limited, to purchase WBBJ-TV (ABC) in Jackson, Tennessee.
Production Company Expenses . Production company expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased by approximately $32 million in 2024 to $83 million, compared to $115 million in 2023. Production company operating expenses decreased in 2024 primarily due to significant expenses incurred in 2023, which did not re-occur in 2024.
Production company expenses (before depreciation, amortization, and gain or loss on disposal of assets) increased by approximately $12 million to $95 million for 2025, compared to $83 million in 2024.
Our effective income tax rates differed from the statutory rate due to the following items: Year Ended December 31, 2024 2023 Statutory federal income tax rate 21 % 21 % Current year permanent items 1 % (13 )% State and local taxes, net of federal tax benefit 4 % 6 % Reserve for uncertain tax positions (3 )% (1 )% Other items, net 1 % (6 )% Effective income tax expense rate 24 % 7 % We file a consolidated federal income tax return and such state or local tax returns as are required based on our current forecasts.
Our effective income tax rates differed from the statutory rate due to the following items: Year Ended December 31, 2025 2024 Statutory federal income tax rate 21 % 21 % Nondeductible expenses (3 )% 1 % Nondeductible compensation (7 )% (*) Investments 2 % (*) State and local taxes, net of federal tax benefit 10 % 4 % Reserve for uncertain tax positions 0 % (3 )% Other items, net 2 % 1 % Effective income tax expense rate 25 % 24 % (*) Disaggregated in accordance with ASU 2023-09, which was adopted prospectively in 2025.
The yield curve is based on an externally published index specifically designed to meet the criteria of United States Generally Accepted Accounting Principles (“U.S. GAAP”). The discount rate selected for determining benefit obligations as of December 31, 2024, was 5.48%, which reflects the results of this yield curve analysis.
The discount rate selected for determining benefit obligations as of December 31, 2025, was 5.40%, which reflects the results of this yield curve analysis. The discount rate used for determining benefit obligations as of December 31, 2024 was 5.48%.
The portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 44 markets totaling over 1.5 million Hispanic TV Households.
This portfolio includes 77 markets with the top-rated television station and 97 markets with the first and/or second highest rated television station in average all-day ratings across the 113 of such markets measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 47 markets totaling over 1.6 million Hispanic TV Households.
The Securitization Facility permits the SPV to draw up to a total of $300 million, subject to the outstanding amount of the receivables pool and other factors. The Securitization Facility is subject to interest charges, at the one-month SOFR rate plus 100 basis points on the amount of the outstanding facility.
The Securitization Facility is subject to interest charges, at the one-month SOFR rate plus 125 basis points on the amount of the outstanding facility. The SPV is also required to pay a commitment fee in connection with unused commitments under the Securitization Facility.
Our network affiliation agreements expire at various dates primarily through December 31, 2028. ● Service and other agreements for various non-cancelable contractual agreements for maintenance services and other professional services. ● Non-cancelable contractual obligations for various materials, services and construction costs related to development of our studio production facilities.
Certain network affiliation agreements include variable fee components such as percentage of revenue or rate per subscriber. Our network affiliation agreements expire at various dates from mid-2027 through December 31, 2028. ● Service and other agreements for various non-cancelable contractual agreements for maintenance services and other professional services.
Corporate and administrative expenses . Corporate and administrative expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased by $8 million, or 7%, to $104 million in 2024 compared to $112 million in 2023, primarily as a result of decreases in professional services costs.
Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased by $9 million to $113 million in 2025 compared to 2024. During 2025, professional services increased by $7 million primarily related to our pending business combination transactions. Non-cash stock-based compensation expenses increased to $21 million in 2025 compared to $17 million in 2024. Depreciation.
We estimate that these income tax payments, before deducting refunds, will be within a range of $80 million to $100 million in 2025. Liquidity and Capital Resources General. Our primary sources of liquidity are cash on hand, cash flows from operations and borrowing capacity under our Revolving Credit Facility.
We file a consolidated federal income tax return and such state or local tax returns as are required based on our current forecasts. We estimate that these income tax payments, before deducting refunds, will be within a range of $105 million to $125 million in 2026. Liquidity and Capital Resources General.
Off-Balance Sheet Arrangements Operating Commitments. We have various commitments for syndicated television programs. We have two types of syndicated television program contracts: first run programs and off network reruns. First run programs are programs such as Wheel of Fortune and off network reruns are programs such as The Big Bang Theory.
Required public infrastructure investment at Assembly Atlanta is substantially complete, and future reimbursements of public infrastructure costs, if any, are expected to be less than $5 million. Off-Balance Sheet Arrangements Operating Commitments. We have various commitments for syndicated television programs. We have two types of syndicated television program contracts: first run programs and off network reruns.
Capital Expenditures We currently expect that our capital expenditures will range between approximately $85 million to $90 million during 2025, which includes capital expenditures at our Assembly Atlanta project. We incurred costs to build public infrastructure within the Assembly Atlanta project.
Capital Expenditures We currently expect that our capital expenditures will be approximately $140 million during 2026, which includes several significant station construction projects and capital expenditures at our Assembly Atlanta project. During 2025, our gross capital expenditures related to Assembly Atlanta were $34 million.
The use of significantly different assumptions, or if actual experienced results differ significantly from those assumed, could result in our funding obligations being materially different. The Gray 401(k) Plan is a defined contribution plan intended to meet the requirements of section 401(k) of the Internal Revenue Code.
The use of significantly different assumptions, or if actual experienced results differ significantly from those assumed, could result in our funding obligations being materially different. On April 25, 2025, the Gray Pension Plan purchased a non-participating single premium group annuity contract for $18 million from American United Life Insurance Company, a OneAmerica Financial Company.
For our annual broadcast licenses impairment test in 2024, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated were not impaired based upon our qualitative assessments. We elected to perform a quantitative assessment for our remaining broadcast licenses and concluded that their fair values exceeded their carrying values.
We elected to perform a quantitative assessment for our remaining broadcast licenses. Except for one broadcast license, we concluded that their fair values exceeded their carrying values. For the one broadcast license whose fair value did not exceed its carrying value, we recorded an impairment charge of $2 million in 2025.
Effective on January 1, 2025, these plans were: ● The Gray Media, Inc. Retirement Plan (the “Gray Pension Plan”) ● The Gray Media 401(k) Savings Plan (the “Gray 401(k) Plan”) ● Gray Media, Inc. Retirement Plan for Certain Bargaining Class Employees (the “Meredith Plan”) The Gray Pension Plan is a defined benefit pension plan covering certain of our legacy employees.
Retirement Plan for Certain Bargaining Class Employees (the “Meredith Plan”) The Gray Pension Plan is a defined benefit pension plan covering certain of our legacy employees. Benefits under the Gray Pension Plan are frozen and can no longer increase, and no new participants can be added to the plan.
We recognized a loss on disposal of assets of $20 million in 2024 compared to a loss on disposal of assets of $21 million in 2023.
We recognized a gain on disposal of assets of $11 million in 2025 compared to a loss on disposal of $20 million in 2024, primarily due to on the sale of easements and the assignment of leases at some of our television broadcast tower sites.
During 2024 we completed several steps to enhance our liquidity, to extend the maturity of portions of our debt obligations that were scheduled to mature in the near future and to reduce the principal amount of our debt outstanding. Please refer to Note 4. “Long-Term Debt” for further information.
Our primary sources of liquidity are cash on hand, cash flows from operations and borrowing capacity under our Revolving Credit Facility and revolving accounts receivable securitization facility. 2025 Refinancing Activities . During 2025, we completed several steps to enhance our liquidity and to extend the maturity of portions of our debt obligations that were scheduled to mature in the near-term.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−3 removed4 unchanged
Biggest changeOn February 23, 2023, we entered into interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with Wells Fargo Bank, NA and Truist Bank, respectively. On June 25, 2024, we amended the notional amount of the interest rate caps in order to align the rate caps with the outstanding amounts of the related indebtedness.
Biggest changeUnder the Senior Credit Agreement, we pay interest based on a floating interest rate on balances outstanding. On February 23, 2023, we entered into interest rate caps (“Interest Rate Caps”) pursuant to an International Swaps and Derivatives Association (“ISDA”) Master Agreement with Wells Fargo Bank, NA and Truist Bank, respectively (the “Rate Caps”).
As of December 31, 2024, the majority of our outstanding debt bore interest at a fixed interest rate, which reduces our risk of potential increases in interest rates, but would not allow us to benefit from any reduction in market interest rates such as SOFR or the prime rate.
As of December 31, 2025, the majority of our outstanding debt bore interest at a fixed interest rate, which reduces our risk of potential increases in interest rates, but would not allow us to benefit from any reduction in market interest rates such as SOFR or the prime rate.
At December 31, 2024 and 2023, the principal outstanding of our long-term debt, including current portion, was $5.7 billion and $6.2 billion, respectively, and the fair value of our long-term debt, including current portion, was $4.6 billion and $5.6 billion, respectively, as of December 31, 2024 and 2023.
At December 31, 2025 and 2024, the principal outstanding of our long-term debt, including current portion, was $5.8 billion and $5.7 billion, respectively, and the fair value of our long-term debt, including current portion, was $5.5 billion and $4.6 billion, respectively, as of December 31, 2025 and 2024.
From time to time, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest rate exposure with the following objectives: ● managing current and forecasted interest rate risk while maintaining financial flexibility and solvency; ● proactively managing our cost of capital to ensure that we can effectively manage operations and execute our business strategy, thereby maintaining a competitive advantage and enhancing shareholder value; and ● complying with covenant requirements in our financing agreements. 47 Under the Senior Credit Agreement, we pay interest based on a floating interest rate on balances outstanding.
From time to time, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest rate exposure with the following objectives: ● managing current and forecasted interest rate risk while maintaining financial flexibility and solvency; ● proactively managing our cost of capital to ensure that we can effectively manage operations and execute our business strategy, thereby maintaining a competitive advantage and enhancing shareholder value; and ● complying with covenant requirements in our financing agreements.
As of December 31, 2024, the caps have a combined fixed notional value of approximately $1.9 billion through maturity on December 31, 2025. The agreement effectively limits the annual interest charged on all of our variable rate debt to a maximum one-month SOFR rate of 5 percent, plus the Applicable Margin, as specified in our Senior Credit Agreement.
The Rate Caps effectively limited the annual interest charged on all of our variable rate debt to a maximum one-month SOFR rate of 5 percent, plus the Applicable Margin, as defined in our Senior Credit Agreement. On June 25, 2024, we amended the Rate Caps in order to align the notional amount with the outstanding amounts of the related indebtedness.
This hedging agreement was entered into to mitigate the interest rate risk inherent in our variable rate debt and is not for speculative trading purposes.
The Company paid aggregate fees in connection with the Rate Caps of approximately $34 million on December 31, 2025. The Rate Caps were hedging agreements entered into to mitigate the interest rate risk inherent in our variable rate debt and not for speculative trading purposes.
Removed
The Company is also required to pay aggregate fees in connection with the agreement of approximately $34 million that is due and payable on December 31, 2025. The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants.
Added
We further amended the Rate Caps during 2025, also to align the notional amount with the then outstanding amount of the related indebtedness. The Rate Caps expired on December 31, 2025 and we currently have no interest rate or other derivative instruments in place.
Removed
Because of these interest rate caps, at December 31, 2024, a 100-point basis increase in market interest rates would have increased our interest expense and decreased our income before income taxes by $6 million for the year ended December 31, 2024.
Added
We pay a fixed rate of interest on the 2026 Notes, 2029 Notes, 2030 Notes, 2031 Notes, 2032 Notes and 2033 Notes.
Removed
A 100 basis point decrease in market interest rates would have decreased our interest expense and increased our income before income taxes by $6 million for the year ended December 31, 2024. We pay a fixed rate of interest on the 2031 Notes, 2030 Notes, 2029 Notes, 2027 Notes and 2026 Notes.

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