Gray Media : GTN Investor Deck (May 2026)

Published: 2026-05-07 06:49:09 ET GTN

Published on 05/07/2026 at 06:49 am EDT

May 7, 2026

Reflects March 2026 Quarterly and

2025 Full-Year Results

A multimedia company headquartered in Atlanta, Georgia, Gray Media, Inc. ("Gray Media," "Gray," or the "Company") owns local television stations and digital assets serving 120 television markets that collectively reach approximately 37 percent of US television households. The portfolio includes 81 markets with the top-rated television station and 103 markets with the first and/or second highest rated television station during 2025 of our 119 markets ranked by Nielsen, as well as the largest Telemundo Affiliate group with 47 markets.

The company also owns Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Gray's 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.

This presentation contains certain forward-looking statements that are based largely on Gray Media's current expectations and reflect various estimates and assumptions by company management. These statements may be identified by words such as "estimates," "expect," "anticipate," "will," "implied," "assume" and similar expressions. In addition, statements in this presentation relating to the value and growth opportunities for revenues are based on Gray's current expectations and beliefs and therefore constitute forward-looking statements. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties which in some instances are beyond Gray's control, include the inability to achieve estimates of future revenue and expenses, the inability to complete recently announced acquisitions within the expected timeframes, or at all, including as a result of failure to obtain necessary FCC or other regulatory approvals, the inability to achieve anticipated benefits of such acquisitions, and other future events.

Gray is subject to additional risks and uncertainties described in the company's quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the "Risk Factors," and management's discussion and analysis of financial condition and results of operations sections contained therein. Any forward-looking statements in this presentation should be evaluated in light of these important risk factors. This presentation reflects management's views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this presentation beyond the published date, whether as a result of new information, future events or otherwise.

Leading Station Portfolio Drives Industry Leading Revenue per Gross TV Household

Maintaining Strong Network Affiliate Relationships and Diversification

70%

#1 station in 81 of 119 Nielsen measured markets

89%

#1 and/or #2 station in 103 of 119

Nielsen measured markets

36 O&O channels

(Expire 2027 2H)*

30 O&O Channels

20%

16%

32%

(Expire 12/31/28)*

37%

US TV household reach across 120 full-power TV markets

Most National Murrow Awards of any media company highlighting dedication to journalistic excellence

16 Broadcast Sports Networks airing 19

MLB, 13 NBA, 8 NHL, 6 WNBA and

numerous NCAA and MiLB teams

58 O&O channels (Expire 12/31/28)*

58 O&O channels

(Expire 2027 2H)*

*Affiliate expiration dates are for the legacy Gray channels

Guidance

Reported Results

Issued Feb 26,

2026

First Quarter 2026

Core Advertising Revenue - Above Guidance

$344

$352

Political Revenue - High-End of Guidance Range

$25 - $30

$30

Total Revenue - High-End of Guidance Range

$755 - $770

$768

Net Retransmission Revenue*- Below Guidance

(Distribution dispute with an MVPD)

$148 - $150

$142

Broadcasting Expense - Low-End of Guidance Range

$555 - $560

$555

Corporate Expense - Above Guidance

(Primarily due to transaction-related expenses)

$30 - $35

$39

Amounts shown in millions of dollars. Gray provided Guidance in our 4Q25 earnings press release issued on February 26, 2026. Expense

line items exclude depreciation, amortization, impairment and gain or loss on disposal of assets.

* Net Retransmission Revenue is calculated as retransmission consent revenue less broadcast network affiliation fees. 4

$3.3

Billion L8QA Total Revenue

$935

Million L8QA Leverage Ratio Denominator***

2.56x

Consolidated First Lien Net Leverage Ratio ***

3.79x Consolidated Secured Net Leverage Ratio ***

5.94x

Consolidated Total Net Leverage Ratio ***

Quarter Ending Mar. 31

Year Ending Dec. 31

($ in Millions)

2026

2025

2024

Revenue (less agency

commissions):

Core advertising

$ 352

$ 344

$ 1,452

$ 1,490

Political advertising

497

Retransmission consent

339

379

1,429

1,482

Other

Total broadcasting revenue

739

755

2,988

3,539

Production companies

107

105

Total revenue

$ 768

$ 782

$ 3,095

$ 3,644

Operating expenses*:

Broadcasting

$ 555

$ 577

$ 2,239

$ 2,317

Production companies

$ 28

$ 20

$ 95

$ 83

Corporate and administrative

$ 39

$ 32

$ 113

$ 104

Net (loss) income

$ (20)

$ (9)

$ (85)

$ 375

Adjusted EBITDA**

$ 154

$ 160

$ 670

$ 1,162

*Operating expenses exclude depreciation, amortization, impairment and gain (loss) on disposal of assets, net.

** See definition of non-GAAP terms and a reconciliation of the

non-GAAP amounts to net (loss) income included herein.

*** Leverage ratios on March 31, 2026. See description and calculation of Leverage Ratio Denominator, Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and Consolidated Total Net Leverage Ratio, in each case, calculated as specified in our Senior Credit Agreement, included herein. 5

Bahakel Communications - $25 million, acquired WBBJ, closed February 13, 2026

Allen Media - $56 million, acquired stations in 3 markets, closed March 27, 2026

Allen Media - $115 million, acquired stations in 7 markets, closed May 1, 2026

Block - $80 million, acquired stations in 3 markets, closed May 6, 2026

Transactions Pending

Sagamore Hill Broadcasting $2 million, acquiring stations in 2 markets

Scripps Swap - Non-cash

Acquiring stations in 2 markets and divesting stations in 3 markets

Transactions increase horizontal and vertical scale with addition of four new markets and with addition of Big Four affiliated stations in several existing markets.

($ in actuals)

% Difference to Peers

2025A Core Revenue

/ Gross TVHH

Peer Average

$22

2025A Gross Retrans Revenue

/ Gross TVHH

$27

2022A Political Revenue

/ Gross TVHH

2024A Political Revenue

/ Gross TVHH

Peer Group:

(P rio r to Transaction)

$32

$31

$12

$11

+69%

+102%

+15%

+45%

Source: Company filings, Nielsen, SNL Kagan

Note: 2020 and 2024 TVHH per Nielsen

1 TVHH includes Mission Broadcasting; As reported and unadjusted for TEGNA transaction; Core Revenue implied based on the year-over-year reduction in non-political advertising per company filings; Retrans Revenue presented as Distribution Revenue; | 2 Core Revenue as reported; Retrans Revenue presented as Distribution Revenue | 3 Includes owned and operated Ion stations; Consolidated Core Revenue as reported; Retrans

Revenue presented as consolidated Distribution Revenue; As reported Political revenue | 4 As reported; Core Revenue presented as Advertising and 7

Marketing Services; Retrans Revenue presented as Distribution Revenue

Retransmission Consent Revenue for Stations Owned as of December 31, 2025

($ in millions)

$547

$550

$544

$595

$593

$587

$732

$882

$842

$932

$903

$937

$1,496 $1,532 $1,482

Improving Market Dynamics

Net Retransmission Revenue* returned

to growth in Q4'25

Underlying subscriber trends continue to

$1,276

$1,429

improve due to bundling options and more sports on local broadcasting

Gray's network affiliation fees declined for the first time in 2024 and meaningfully declined in 2025

Gray's retransmission cycle began again completing negotiations with 39% of traditional MVPD subscribers in 2026 H1; thereafter: none in 2026 H2, 17% in 2027 H1, and 44% in 2027 H2

Note: Q1'26 and Q2'26 Net Retransmission Revenue impacted by an MVPD distribution dispute

2020 2021 2022 2023 2024 2025

* Net Retransmission Revenue is a non-GAAP term and is defined as Retransmission consent

revenue less network affiliation fees. See definition of non-GAAP terms included herein. 8

Political campaigns spend to win, and political campaigns find their most coveted audiences on strong local news TV stations.

Historically, US Senate races have generated the largest share of Gray's net political ad revenues. Below, Gray's 2022 Political Ad Revenue by Race:

As 2026 begins, the US Senate and US House are roughly evenly split between the two political parties; a historically high number of House seats will be open races; new House maps in several states shuffle local constituencies; and Gray's stations have meaningful exposure to numerous competitive federal, state and local races.

Key 2026 Races with Meaningful Exposure to Gray Markets

US Senate

28 of 35 Races, and all 11 Competitive Races (AK, GA, IA, ME, MI, MN, NC, NE, NH, OH, TX)

Gubernatorial

30 of 38 Races, and 11 of 12 Competitive Races (AK, AZ, GA, IA, KS, ME, MI, NH, NV, OH, WI)

US House

27 Competitive Races

Competitive races are those ranked "lean," "likely" or "toss-up" by

Cook Political Report in the most recent ratings as of the date hereof.

Issue/Ballot

Other 3%

Local

Governor

17%

19%

35%

20%

US House

US Senate

Gray's portfolio of top-rated stations consistently

$10.83

2024 Political Ad Revenue Per TV Household

$8.36 $7.49

$5.72

$4.06

$6.41

deliver the highest political ad revenue on a per TV household basis,

$11.50

Peer Average

2022 Political Ad Revenue Per TV Household

$7.38 $7.03

outperforming peers cycle after cycle

$5.96

$2.36

$5.68

Peer Average

Source: Company filings, Nielsen, SNL Kagan

Note: 2022 and 2024 TVHH per Nielsen 10

($ in millions)

3/31/2026

Actual

Cumulative

Leverage

Cash

$ 259

Revolver due 12/1/2028 (S +225) (1)

$ -

-x

Term Loan D due 12/1/2028 (S + 300 + 11 bps CSA)

739

0.8x

Term Loan F due 6/4/2029 (S + 525)

0.8x

10.5% 1L Senior Secured Notes due 7/15/2029

1,125

2.0x

7.25% 1L Senior Secured Notes due 8/15/2033

775

2.8x

Total outstanding principal secured by first lien

$ 2,649

2.8x

Consolidated First Lien Net Debt ("Consolidated First Lien Net Levera

$ 2,390

2.56x

9.625% 2nd Lien Notes due 7/15/2032

1,150

4.1x

Total outstanding principal secured by a lien (2)

$ 3,805

4.1x

Consolidated Secured Net Debt (2) ("Consolidated Secured Net Leverage Ratio"*)

$ 3,546

3.79x

4.750% Senior Unsecured Notes due 10/15/2030

790

4.9x

5.375% Senior Unsecured Notes due 11/15/2031

1,219

6.2x

Total outstanding principal, including current portion (3) (4)

$ 5,809

6.2x

Consolidated Total Net Debt (2) (4) ("Consolidated Total Net Leverage Ratio"*)

$ 5,555

5.94x

Leverage Ratio Denominator*

$ 935

Total Liquidity (Cash + Available Revolver + Available AR Securitization)

$ 1,004

Note: Term Loan F was redeemed in full in April 2026

Revolver commitment $750 million due 12/1/28

2nd lien and total leverage ratios include capital leases and outstanding undrawn letters of credit

Total outstanding principal include capital leases

Excludes $400 million drawn under AR Securitization and $650 million of outstanding Series A preferred equity

* See description and calculation of Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, and Consolidated Total Net Leverage Ratio included herein, in each case, calculated as specified in our Senior Credit Agreement.

Capitalization Debt Maturity Profile

$739

$775

$790

$1,125

$1,150

$1,219

($ in millions)

No maturities until after the

'26 and '28 political cycles

Revolver

2026 2027 2028 2029 2030 2031 2032 2033

Source: Company filings

Note: Excludes $400 million non-recourse off balance sheet AR Securitization Facility, $650 million of Preferred Stock and

$10 million outstanding balance of Term Loan F due 2029that was repaid in April 2026.

Intense focus on managing liquidity, 1L/Junior capital mix, maturity towers, and allocating capital to reduce debt and leverage1

2025 Capital Markets Activity

Issued 9.625% 2L Secured Notes due 2032 in July to proactively extend portfolio duration while reducing 1L leverage and in December to repay a portion of the 10.5% 1L Secured Notes

Issued 7.25% 1L Secured Notes due 2033 to refinance a portion of the Term Loan D and Term Loan F

Upsized and extended duration of $750 million Revolver for additional liquidity and flexibility

Reduce Debt / Leverage Through 2026 Political Cycle

Next maturities: Revolver ($750 million, $0 outstanding) and Term Loan D ($739 million) due December 1, 2028

Evaluate opportunities to utilize cash flow to reduce debt and leverage

Reduced principal outstanding by $520 million in the 2024 political cycle

Close, integrate and evaluate additional de-leveraging M&A opportunities

1L Refinancing to Further Extend Maturities

Monitor market opportunities to refinance remaining 1L Debt as market and other conditions allow

Lower quantum of debt and leverage should drive down interest expense

Reduce Debt / Leverage Through 2028 Political Cycle

Continue to focus on reduction of Net Leverage and reducing interest cost

Monitor market opportunities to refinance unsecured notes

Note: This approach is based largely on Gray Media's current expectations and reflects various estimates and assumptions by company management. It is subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from the intention set forth on this slide.

1 Subject to market conditions, business performance and other factors, our current intention to manage our capital

structure is set forth below. 12

This earnings release includes certain non-GAAP financial measures, including "Adjusted EBITDA" and "Net Retransmission Revenue." We present these measures, in addition to results prepared in accordance with accounting principles generally accepted in the United States of America ("GA AP"), because management believes they are useful in evaluating the performance of the business. Adjusted EBITDA is calculated as net income (loss), adjusted for income tax expense (benefit), interest expense, gain or loss on extinguishment of debt, non-cash stock-based compensation costs, non-cash 401(k) expense, depreciation, amortization of intangible assets, impairment of goodwill and other intangible assets, impairment of investments, loss (gain) on asset disposals and certain other miscellaneous items. Net Retransmission Revenue is calculated as retransmission consent revenue less broadcasting network affiliation fees. We consider Adjusted EBITDA and Net Retransmission Revenue to be indicators of our operating performance.

In addition to results prepared in accordance with GAAP, "Leverage Ratio Denominator" is a metric that management uses to calculate our compliance with certain 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 certain 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 may be useful to investors to understand how we assess compliance with our Senior Credit Agreement. 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 April 1, 2024. It also gives effect to certain operating synergies expected from the acquisitions and related financings and adds ba ck professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derive d 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 completeness or 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 stat ed 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, and should not be relied upon as indicative of future results. 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 te rmination 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 "Consolidated First Lien Net Debt," "Consolidated First Lien Net Debt Ratio," "Consolidated Secured Net Debt," "Consolidated Secured Net Leverage Ratio," "Consolidated Total Net Debt," and "Consolidated Total Net Leverage Ratio," in each case presented 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.

These non-GAAP measures are not defined by GAAP, and our definitions may differ from, and therefore may not be comparable to, similarly titled measures used by

other companies, thereby limiting their usefulness. Such measures are used by management in addition to, and in conjunction w ith, results presented in accordance

with GAAP and should be considered as supplements to, and not as substitutes for, net income and cash flows reported in accordance with GAAP. 13

See definitions of non-GAAP terms included herein.

Adjusted EBITDA (Unaudited)

InvestorRelations Contact: Alan Gould,(404) 266-8333,[email protected] 17

Disclaimer

Gray Media Inc. published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 07, 2026 at 10:48 UTC.