GRAY MEDIA, INC 8-K

What Happened

• Gray Media, Inc. announced on May 1, 2026 that it completed previously announced transactions with Allen Media Group, acquiring a group of television stations (the “Allen Media Stations”). The company earlier acquired three stations (WTVA, WTHI, WLFI) on March 27, 2026 for $56 million (plus working capital adjustments) and on May 1, 2026 acquired the remaining stations for $115 million (plus working capital adjustments). Both closings were funded using Gray Media’s available cash on hand.
• The combined purchase price for the two transactions is $171 million (plus working capital adjustments). The SEC granted Gray Media a waiver under Rule 3-13 of Regulation S-X to substitute an audited Statement of Assets Acquired and Liabilities Assumed in lieu of the usual Rule 3-05 and Article 11 financial statements; Gray Media will file the required financial statements no later than 71 days from the date the 8-K filing is required.

Key Details

• Transaction dates: March 27, 2026 (Allen 3: WTVA, WTHI, WLFI) and May 1, 2026 (additional stations).
• Purchase prices: $56 million (March 27 closing) and $115 million (May 1 closing) — $171M total, plus working capital adjustments.
• Stations acquired include WAAY (Huntsville, AL), WSIL (Paducah/Cape Girardeau/Harrisburg), WEVV (Evansville, IN), WFFT (Ft. Wayne, IN), WCOV and WIYE (Montgomery, AL), KADN and KLAF (Lafayette, LA), WREX (Rockford, IL), plus the Allen 3.
• SEC disclosure: waiver granted to substitute an audited statement of assets acquired and liabilities assumed; full financials and any pro forma info will be filed within 71 days.

Why It Matters

• For investors, this expands Gray Media’s broadcast footprint across multiple Midwest and Southeast markets and represents a material cash-funded acquisition activity totaling $171M (before working capital adjustments).
• Because the company received an SEC waiver and has not yet filed detailed financial statements or pro forma results for the acquired businesses, investors don’t yet have the full historical or pro forma financial detail for the stations; those documents are due within the 71-day filing window.