GRAY MEDIA, INC (GTN)
SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Communications > SIC 4833 Television Broadcasting Stations
SEC company page: https://www.sec.gov/edgar/browse/?CIK=43196. Latest filing source: 0001437749-26-005803.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 3,095,000,000 | USD | 2025 | 2026-02-26 |
| Net income | -85,000,000 | USD | 2025 | 2026-02-26 |
| Assets | 10,440,000,000 | USD | 2025 | 2026-02-26 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000043196.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 812,465,000 | 883,000,000 | 1,084,000,000 | 2,122,000,000 | 2,381,000,000 | 2,413,000,000 | 3,676,000,000 | 3,281,000,000 | 3,644,000,000 | 3,095,000,000 | |
| Net income | 62,273,000 | 262,000,000 | 211,000,000 | 179,000,000 | 410,000,000 | 90,000,000 | 455,000,000 | -76,000,000 | 375,000,000 | -85,000,000 | |
| Operating income | 234,304,000 | 290,000,000 | 389,000,000 | 478,000,000 | 752,000,000 | 381,000,000 | 990,000,000 | 383,000,000 | 851,000,000 | 392,000,000 | |
| Diluted EPS | 0.86 | 3.55 | 2.37 | 1.27 | 3.69 | 0.40 | 4.33 | -1.39 | 3.36 | -1.41 | |
| Operating cash flow | 210,085,000 | 180,000,000 | 323,000,000 | 385,000,000 | 652,000,000 | 300,000,000 | 829,000,000 | 648,000,000 | 751,000,000 | 289,000,000 | |
| Capital expenditures | 43,604,000 | 35,000,000 | 70,000,000 | 110,000,000 | 110,000,000 | 207,000,000 | 436,000,000 | 348,000,000 | 143,000,000 | 108,000,000 | |
| Dividends paid | 0.00 | 0.00 | 31,000,000 | 30,000,000 | 30,000,000 | 32,000,000 | 33,000,000 | ||||
| Share buybacks | 0.00 | 2,000,000 | 4,000,000 | 19,000,000 | 32,000,000 | 75,000,000 | 30,000,000 | 50,000,000 | 0.00 | 0.00 | |
| Assets | 2,752,505,000 | 3,260,857,000 | 4,213,000,000 | 6,972,000,000 | 7,643,000,000 | 11,108,000,000 | 11,152,000,000 | 10,640,000,000 | 10,542,000,000 | 10,440,000,000 | |
| Liabilities | 2,259,644,000 | 2,267,960,000 | 3,026,000,000 | 4,858,000,000 | 5,240,000,000 | 8,701,000,000 | 8,386,000,000 | 8,019,000,000 | 7,609,000,000 | 7,635,000,000 | |
| Stockholders' equity | 493,000,000 | 994,000,000 | 1,187,000,000 | 1,464,000,000 | 1,753,000,000 | 1,757,000,000 | 2,116,000,000 | 1,971,000,000 | 2,283,000,000 | 2,155,000,000 | |
| Cash and cash equivalents | 325,189,000 | 462,399,000 | 667,000,000 | 212,000,000 | 773,000,000 | 189,000,000 | 61,000,000 | 21,000,000 | 135,000,000 | 368,000,000 | |
| Free cash flow | 166,481,000 | 145,000,000 | 253,000,000 | 275,000,000 | 542,000,000 | 93,000,000 | 393,000,000 | 300,000,000 | 608,000,000 | 181,000,000 |
Ratios
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 7.66% | 29.67% | 19.46% | 8.44% | 17.22% | 3.73% | 12.38% | -2.32% | 10.29% | -2.75% | |
| Operating margin | 28.84% | 32.84% | 35.89% | 22.53% | 31.58% | 15.79% | 26.93% | 11.67% | 23.35% | 12.67% | |
| Return on equity | 12.63% | 26.36% | 17.78% | 12.23% | 23.39% | 5.12% | 21.50% | -3.86% | 16.43% | -3.94% | |
| Return on assets | 2.26% | 8.03% | 5.01% | 2.57% | 5.36% | 0.81% | 4.08% | -0.71% | 3.56% | -0.81% | |
| Liabilities / equity | 4.58 | 2.28 | 2.55 | 3.32 | 2.99 | 4.95 | 3.96 | 4.07 | 3.33 | 3.54 | |
| Current ratio | 4.23 | 5.08 | 5.82 | 2.73 | 5.11 | 2.51 | 2.10 | 1.18 | 1.03 | 1.27 |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000043196.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.91 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 1.03 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.48 | reported discrete quarter | ||
| 2023-Q2 | 2023-03-31 | -31,000,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 813,000,000 | -0.10 | reported discrete quarter | |
| 2023-Q3 | 2023-06-30 | 4,000,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 803,000,000 | -0.57 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 864,000,000 | -9,000,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 823,000,000 | 88,000,000 | 0.79 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | 88,000,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 826,000,000 | 0.09 | reported discrete quarter | |
| 2024-Q3 | 2024-06-30 | 22,000,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | 950,000,000 | 0.86 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 1,045,000,000 | 169,000,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 782,000,000 | -9,000,000 | -0.23 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | -9,000,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 772,000,000 | -0.71 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | -56,000,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 749,000,000 | -0.24 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 792,000,000 | -10,000,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 768,000,000 | -20,000,000 | -0.34 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001437749-26-015447.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Executive Overview Introduction. The following discussion and analysis of the financial condition and results of operations of Gray Media, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. Business Overview. 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 120 full-power television markets that collectively reach approximately 37% of US television households. This portfolio includes 81 markets with the top-rated television station and 103 markets with the first and/or second highest rated television station in average all-day ratings across the 119 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. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. Our operating revenues are derived primarily from broadcast and internet advertising, as well as retransmission consent fees. For the three-months ended March 31, 2026 and 2025, we generated revenue of $768 million and $782 million, respectively. Revenues, Operations, Cyclicality and Seasonality. Broadcast advertising is sold for placement generally preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are generally the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most advertising contracts are short-term, and generally run only for a few weeks. We also sell internet advertising on our stations’ websites and mobile apps. These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships. Our broadcast and internet advertising revenues are affected by several factors that we consider to be seasonal in nature. These factors include: ● Spending by political candidates, political parties and special interest groups increases during the even-numbered “on-year” of the two-year election cycle. This political spending typically is heaviest during the fourth quarter of such years; ● Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in advertising in the spring and in the period leading up to, and including, the holiday season; ● Core advertising revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and ● Because our stations and markets are not evenly divided among the Big Four broadcast networks, our core advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl. 23 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. The services sector has become an increasingly important source of advertising revenue over the past few years. During both the three-months ended March 31, 2026 and 2025, approximately 27% of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During both the three-months ended March 31, 2026 and 2025, approximately 17% of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Revenue from these industries may represent a lower percentage of total revenue in even-numbered years due to, among other things, the decreased availability of advertising time, as a result of such years being the “on year” of the two-year election cycle. Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs. In addition, the broadcasting operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of the operating expenses of our broadcasting operations is fixed. We continue to monitor our operating expenses and seek opportunities to reduce them where possible. Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results. Revenue Set forth below are the principal types of revenue, less agency commissions, earned by us for the periods indicated and the percentage contribution of each type of revenue to our total revenue (dollars in millions): Three Months Ended March 31, 2026 2025 Percent Percent Amount of Total Amount of Total Revenue: Core advertising $ 352 46 % $ 344 44 % Political 30 4 % 13 2 % Retransmission consent 339 44 % 379 48 % Production companies 29 4 % 27 3 % Other 18 2 % 19 3 % Total $ 768 100 % $ 782 100 % Results of Operations Three-Months Ended March 31, 2026 (“the 2026 three-month period”) Compared to Three-Months Ended March 31, 2025 (“the 2025 three-month period”) Revenue. Total revenue decreased $14 million, or 2% compared to the 2025 three-month period, to $768 million in the 2026 three-month period. During the 2026 three-month period: ● Core advertising revenue increased by $8 million compared to the 2025 three-month period. In the 2026 three-month period, we earned approximately $10 million of net revenue from the broadcast of the Super Bowl on our 54 NBC and 47 Telemundo channels in 2026 compared to the first quarter of 2025, when net revenue relating to the broadcast of the Super Bowl was $9 million on our 27 FOX channels. Our Super Bowl advertising revenue on our NBC channels increased to $10 million in 2026, compared $5 million on our NBC channels in 2022. Our first quarter 2026 benefited from the broadcasts of the recently concluded Winter Olympics across our NBC affiliated channels. The 2026 Winter Olympic broadcasts generated approximately $15 million of revenue compared to approximately $8 million of revenue earned in the first quarter 2022 Winter Olympics broadcasts. ● Political advertising revenue increased by $17 million compared to the 2025 three-month period, resulting primarily from 2026 being the “on-year” of the two-year election cycle. ● Retransmission consent revenue decreased by $40 million compared to the 2025 three-month period, due to the net effect of a decrease in subscriptions, the transition of one station to independent status, as well as a distribution dispute with a satellite television company removing our stations from its platform in early March 2026, offset, in part, by an increase in rates. Our dispute with the satellite television company was resolved on May 1, 2026. ● Production company revenue increased by $2 million, or 7% compared to the 2025 three-month period. 24 Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of assets) decreased $22 million, or 4% compared to the 2025 three-month period, to $555 million in the 2026 three-month period: ● Broadcasting Payroll expenses increased by $11 million in the 2026 three-month period compared to the 2025 three-month period primarily as a result of recurring, routine compensation changes and increased costs of employee healthcare benefits. Non-cash stock-based compensation was $1 million for the 2025 three-month period. There was no non-cash stock-based compensation for the 2026 three-month period. ● Non-payroll broadcasting expenses decreased by $34 million for the 2026 three-month period primarily because of reductions in retransmission expenses. Production Company Expenses. Production company operating expenses (before depreciation, amortization and gain or loss on disposal of assets) were $28 million in the 2026 three-month period, an increase of $8 million compared to $20 million in the 2025 three-month period primarily due to an increase in property taxes related to Assembly Atlanta. Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $7 million to $39 million in the 2026 three-month period compared to the 2025 three-month period. These increases were primarily the result of increases in professional service fees as a result of our completed and pending acquisitions. Depreciation. Depreciation of property and equipment totaled $33 million for the 2026 three-month period and $34 million for the 2025 three-month period. Amortization. Amortization of intangible assets totaled $32 million in the 2026 three-month period and $29 million in the 2025 three-month period. Miscellaneous Income, Net. On January 20, 2026, we recorded a gain of $8 million from the sale of our investment in FreeTV, Inc. Interest Expense. Interest expense decreased $1 million to $117 million for the 2026 three-month period compared to $118 million in the 2025 three-month period. Gain on Early Extinguishment of debt. During the 2025 three-month period, we reported a gain on early extinguishment of debt of $1 million as a result of the repurchase of a portion of our outstanding debt in the open market at a discount. There were no gain or losses on early extinguishment of debt during the 2026 three-month period. Income Tax Benefit. During the 2026 three-month period, we recognized income tax benefit of $8 million. During the 2025 three-month period, we recognized income tax benefit of $15 million. For the 2026 and 2025 three-month periods, our effective income tax rates were 29% and 63%, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full-year projections which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 2026 three-month period, these estimates increased our statutory federal income tax rate of 21% to our effective income tax rate of 29% as follows: state income taxes that added 6% and permanent differences that added 2%. 25 Liquidity and Capital Resources General. On March 31, 2026 we amended and restated the credit agreement for our senior credit facility to modernize the legal document. The commitments under the revolving credit facility, t [Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Overview Introduction. The following discussion and analysis of the financial condition and results of operations of Gray Media, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein. This section of our Annual Report discusses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024. 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 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. 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. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. 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. Revenues, Operations, Cyclicality and Seasonality. Broadcast advertising is sold for placement generally preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are generally the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most advertising contracts are short-term, and generally run only for a few weeks. We also sell digital advertising on our stations’ websites and mobile apps. 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. These factors include: ● Spending by political candidates, political parties and special interest groups increases during the even-numbered “on-year” of the two-year election cycle. This political spending typically is heaviest during the fourth quarter of such years; ● Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in advertising in the spring and in the period leading up to and including the holiday season; ● Core Advertising Revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and ● Because our stations and markets are not evenly divided among the Big Four broadcast networks, our local and national advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl. 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. The services sector has become an increasingly important source of advertising revenue over the past few 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. 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. Revenue from these industries may represent a lower percentage of total revenue in even-numbered years due to, among other things, the decreased availability of advertising time, as a result of such years being the “on-year” of the two-year election cycle. Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs. In addition, the broadcasting operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of the operating expenses of our broadcasting operations is fixed. We continue to monitor our operating expenses and seek opportunities to reduce them where possible. 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. 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. Total revenue decreased $549 million, or 15%, to $3.1 billion for 2025 compared to 2024. During the year ended December 31, 2025: ● Core Advertising Revenue decreased by $38 million, due primarily to macroeconomic softness in the first half of 2025. Additionally, we generated $9 million of Core Advertising Revenue from the broadcast of the Super Bowl on our 27 FOX channels in 2025, compared to an aggregate of $18 million of advertising revenue relating to the broadcast of the Super Bowl on our 54 CBS channels during 2024. Our Super Bowl advertising revenue on our FOX channels increased from $6 million in 2023 to $9 million in 2025. In 2024, our Core Advertising Revenue benefited from $16 million of advertising revenue earned on our 53 NBC channels from the broadcast of the Olympic Games. Our Core Advertising Revenue during 2025 was negatively impacted by one less selling day due to leap day, which we estimate impacted Core Advertising Revenue by $4 million; ● Consistent with 2025 being the “off-year” of the two-year election cycle, political advertising revenue decreased by $455 million, or 92%, compared to 2024; ● Retransmission consent revenue decreased by $53 million or 4%, in 2025 compared to 2024, due to the impact of one station ceasing its networks affiliation on August 15, 2025 and a decrease in subscribers, offset, in part, by customary increases in rates under our retransmission agreements; and ● Production company revenue in 2025 increased by $2 million, or 2%, compared to 2024. Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased $78 million or 3%, to $2.2 billion. During the year ended December 31, 2025 compared to the year ended December 31, 2024: ● Broadcasting payroll expenses decreased by $28 million. This decrease includes: $15 million related to reduced incentive compensation, consistent with decreases in revenue; $9 million related to reduced employee headcount; a $5 million reduction in stock-based compensation; and a $7 million decrease in other payroll- related expenses. This was offset by routine increases in compensation and an $8 million increase in health care premiums. 35 ● Broadcasting non-payroll expenses decreased by $49 million primarily due to a $50 million decrease in network affiliation expenses, consistent with the transition of one television station to independent status and the implementation of several new network affiliation agreements. Non-payroll expense also decreased $14 million due to a reduction in business services expenses, which was offset, in part by an $8 million increase in programming costs, and $6 million in bad debt expense. ● Broadcasting non-cash stock-based compensation expenses were $1 million and $5 million in the 2025 and 2024, respectively. Production Company Expenses. 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. Production company operating expenses in 2025 increased primarily due to increases in property taxes at Assembly Atlanta and the non-recurring recovery from the Diamond Sports bankruptcy, which was recorded in 2024. Corporate and Administrative Expenses. 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. Depreciation of property and equipment totaled $133 million and $144 million in 2025 and 2024, respectively. Depreciation expenses have decreased as certain underlying assets become fully depreciated. Amortization. Amortization of intangible assets totaled $104 million and $125 million in 2025 and the 2024, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized. Impairment of Broadcast Licenses and Other Intangible Assets. During 2025, we recorded non-cash impairment charges of $28 million related to a change in the network affiliation at one station. We also recorded a non-cash impairment charge of $2 million for a license at one station. (Gain) Loss on Disposal of Assets, Net. 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. 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. Miscellaneous expense, net totaled $1 million in 2025 compared to $117 million of miscellaneous income, net in 2024. Miscellaneous expense, net in 2025 was due to $8 million in various other miscellaneous expenses, offset primarily due to a gain of $7 million on the sale of our investment in Premion, Inc.. 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. Interest Expense. Interest expense decreased $11 million, or 2%, to $474 million for 2025 compared to 2024. This decrease was primarily attributable to a combination of factors including: decreases in the outstanding debt balance on our floating rate Senior Credit Agreement and on our Notes resulting from our 2025 refinancing activities, offset by an increased average interest rate. Our average outstanding total long-term debt balance was $5.7 billion and $6.1 billion during 2025 and 2024, respectively. Our average total interest rate was 7.5% and 7.2% during 2025 and 2024, respectively. 36 (Loss) Gain on Early Extinguishment of Debt. We recorded a loss on the early extinguishment of debt of $10 million in 2025, primarily due to 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. Our effective income tax rate increased to 25% for 2025 compared to 24% for 2024. 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. 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. 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. Please refer to Note 4. “Long-Term Debt” for further information. During 2025, we: ● amended our Senior Credit Agreement to increase the availability under our Revolving Credit Facility by $70 million to $750 million and extended the term of those commitments to December 1, 2028. ● issued $1.15 billion in aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032, with $900 million issued in July 2025 and the remaining $250 million issued in December 2025. The proceeds of this issuance, together with $50 million from our Revolving Credit facility were used to: (i) redeem all of our outstanding 7.0% senior notes due 2027 at par; (ii) to repay a portion of our 2024 Term Loan (due June 2029) under our Senior Credit Agreement; (iii) to redeem a portion of our outstanding 10.5% secured first lien notes due 2029 at 103% of par; (iv) to pay transaction expenses incurred in connection with the offerings; and (v) for general corporate purposes. 37 ● issued $775 million in aggregate principal amount of 7.25% senior secured first lien notes due 2033. Proceeds were used to: (i) repay $630 million of our 2021 Term Loan (due December 2028) under our Senior Credit Agreement; (ii) $80 million of our 2024 Term Loan (due June 2029) under our Senior Credit Agreement, (iii) repay all $50 million then outstanding under our Revolving Credit Facility; and (iv) pay transaction fees and expenses incurred in connection with the offering. 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. 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 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. 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 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. 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. 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. 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. During 2025, we received net proceeds of $123 million of principal borrowings net of principal payments on our long-term debt. During 2024, we used a net amount of $474 million for principal payments net of borrowings on our long-term debt. Liquidity. 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. 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. Any potential equity or debt financing would depend upon, among other things, the costs and availability of such financing at the appropriate time. 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. Our obligations under the Senior Credit Agreement, the 2029 Notes (1L), the 2033 Notes (1L) and the 2032 Notes (2L) are secured by substantially all of our consolidated assets, excluding real estate. 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). 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). 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. 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. 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. 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. This metric is calculated as specified in our Senior Credit Agreement and is a significant measure that represents the denominator of a formula used to calculate compliance with material financial covenants within the Senior Credit Agreement that govern our ability to incur indebtedness, incur liens, make investments and make restricted payments, among other limitations usual and customary for credit agreements of this type. 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. It also gives effect to certain operating synergies expected from the acquisitions and related financings and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. 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. Leverage Ratio Denominator, as determined in the Senior Credit Agreement, represents an average amount for the preceding eight quarters then ended. Specified Transaction Costs and Expenses are defined in our Senior Credit Agreement and include incremental expenses incurred specific to acquisitions and divestitures, including but not limited to legal and professional fees, severance and incentive compensation, and contract termination fees. We present certain line items from our selected operating data, net of Transaction Related Expenses, in order to present a more meaningful comparison between periods of our operating expenses and our results of operations. Our “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. (2) For our 2032 Notes (2L) the maximum permitted Second Lien incurrence is 4.5 to 1.00 41 Retirement Plans We sponsor and contribute to defined benefit and defined contribution retirement plans. These plans include: ● 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. 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. 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. 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, 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%. 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. 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. Our inflation assumption is based on an evaluation of external market indicators. Retirement rates are based on actual plan experience and mortality rates are based on the Pri-2012 total mortality table and the MP-2021 projection scale published by the Society of Actuaries. 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. 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. The contract assumes the obligation to provide monthly annuity payments for a subset of the plan’s retirees beginning July 1, 2025. On September 1, 2025, the Gray Pension Plan paid out $15 million in lump sum payments to terminated participants with a vested benefit. On November 1, 2025, the Gray Pension Plan converted the Group Annuity Contract with Aetna from participating to non-participating for $7 million. Following the change in the contract, Aetna assumed the obligation to pay all future monthly annuity payments to a subset of current retirees in the plan. The Gray Pension Plan was amended to allow for these transactions. 42 The Gray 401(k) Plan is a defined contribution plan intended to meet the requirements of section 401(k) of the Internal Revenue Code. 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. 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. 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. 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. 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. 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. 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. 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 all syndicated television contracts, we record an asset and corresponding liability for payments to be made only for the current year of the first run programming and for the entire contract period for off-network programming. Only an estimate of the payments anticipated to be made in the year following the balance sheet date of the first run contracts are recorded on the current balance sheet, because the programs for the later years of the contract period have not been produced or delivered. The total license fee payable under a program license agreement allowing us to broadcast programs is recorded at the beginning of the license period and is charged to operating expense over the period that the programs are broadcast. 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. 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. On March 31, 2025, the Securitization Facility was amended to permit the SPV to draw up to a total of $400 million, subject to the outstanding amount of the receivables pool and other factors, and the termination date was extended to March 31, 2028. 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. 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. 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. 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. On January 1, 2026, we acquired all of the non-license assets of the station and commenced operating the station pursuant to a standard pre-closing agreement, and, on February 13, 2026, we acquired the license assets of the station, for total consideration of $25 million. On January 20, 2026, we received $10 million in cash proceeds from the closing of the sale of our investment in FreeTV, Inc. We may receive up to $6 million in additional consideration over the next three years should FreeTV achieve certain financial targets. On January 20, 2026, we repaid the then outstanding principal balance under our 2026 Notes. 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. 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. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require significant judgments or estimations in their application where variances may result in significant differences to future reported results. Our policies concerning intangible assets and income taxes are disclosed below. Variability of Critical Accounting Estimates. Our critical accounting estimates include estimates and assumptions that are material to our financial statements. These estimates and assumptions are used in: ● our annual impairment testing of broadcast licenses and goodwill; ● our estimates of the fair value of assets acquired and liabilities assumed in businesses combinations; and ● our estimates and assumptions have been materially accurate in the past and have not changed materially. 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. 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. 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. 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. In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units. As part of this qualitative assessment, we evaluate the relative impact of factors that are specific to the reporting units as well as industry, regulatory and macroeconomic factors that could affect the significant inputs used to determine the fair value of the assets. We also consider the significance of the excess fair value over the carrying value reflected in prior quantitative assessments and the changes to the reporting units’ carrying value since the last impairment test. 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. 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. To estimate the fair value of our broadcast licenses, we considered assumptions related to historical market and station growth trends, third party market specific industry data, the anticipated performance of the stations and discount rates. Our valuation technique included theoretical assumptions of the costs that would be incurred to construct a station when the only owned asset is the broadcast license and theoretical assumptions for the associated revenues, operating margins and capital expenditures expected to be incurred in the start-up years. 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. We elected to perform a quantitative assessment for the remainder of our reporting units and concluded that their fair values exceeded their carrying values. To estimate the fair value of our reporting units, we utilize a discounted cash flow model supported by a market multiple approach. We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value. We believe the results of the discounted cash flow and market multiple approaches provide reasonable estimates of the fair value of our reporting units because these approaches are based on our actual results and reasonable estimates of future performance, and also take into consideration a number of other factors deemed relevant by us including, but not limited to, expected future market revenue growth, market revenue shares and operating profit margins. 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. 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. If future results are not consistent with our assumptions and estimates, including future events such as a deterioration of market conditions or significant increases in discount rates, we could be exposed to impairment charges in the future. 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. 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. We believe that the value of a television station is derived primarily from the attributes of its broadcast license rather than its network affiliation agreement. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming. Certain other broadcasting companies have valued their stations on the basis that it is the network affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operational performance of that station. 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. 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. 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. These different methods may result in significant variances in the amount of purchase price allocated to these assets among broadcast companies. If we were to assign higher values to all of our network affiliations and less value to our broadcast licenses or goodwill and if it is further assumed that such higher values of the network affiliations are finite-lived intangible assets, this reallocation of value might have a significant impact on our operating results. 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. 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. 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