HOWELL HILTON H JR 4

What Happened

• Hilton H. Howell Jr., Chairman, President & CEO (and Director) of Gray Media, received two equity awards on 2026-02-12. Each award was for 327,303 shares at an accounting price of $12.16, with each tranche valued at $3,980,004 — a combined total of 654,606 shares valued at about $7,960,008.
• These were awards (code A) — one award is time-based restricted stock that vests ratably over three years, and the other is performance-based restricted stock that vests at the end of a three-year performance period if targets are met. This is a compensation grant (not an open-market purchase or sale).

Key Details

• Transaction date: 2026-02-12; Filing date: 2026-02-17 (filed one business day after the typical 2-business-day Form 4 deadline).
• Price used for valuation: $12.16 per share; shares granted: 2 × 327,303 = 654,606 total.
• Value: $3,980,004 per award; combined ≈ $7,960,008.
• Vesting: Time-based restricted stock vests ratably on 2/28/27, 2/29/28 and 2/28/29 (Footnote F1). Performance-based target vests on 2/28/29 after the three-year performance period (Footnote F2).
• Shares owned after the transaction: not disclosed in the provided excerpt.
• Footnote F3 references the reporting person's 401(k) Plan balance (not directly related to these awards).
• Filing timeliness: appears to have been filed one business day late relative to the standard Form 4 deadline.

Context

• Equity awards are a routine form of executive compensation and do not represent an open-market view (they do not indicate an immediate buy/sell of shares). Performance-based awards depend on future company performance metrics, so final vesting and value may vary.
• For retail investors, grants are useful to note for executive alignment with shareholders, but they are not the same signal as insiders buying shares on the open market.