GRAY MEDIA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions) June 30, December 31, 2026 2025 Assets: Current assets: Cash $ 176 $ 368 Accounts receivable, net 193 205 Current portion of program broadcast rights, net 5 17 Income tax refunds receivable 1 6 Prepaid income taxes 83 35 Prepaid and other current assets 34 25 Total current assets 492 656 Property and equipment, net 1,522 1,509 Operating leases right of use asset 76 66 Broadcast licenses 5,463 5,309 Goodwill 2,693 2,642 Other intangible assets, net 109 157 Investments in broadcasting and technology companies 32 37 Deferred pension assets 21 21 Other 29 43 Total assets $ 10,437 $ 10,440 See notes to condensed consolidated financial statements. 3 GRAY MEDIA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except for share data) June 30, December 31, 2026 2025 Liabilities and stockholders’ equity: Current liabilities: Accounts payable $ 143 $ 144 Employee compensation and benefits 95 103 Accrued interest 150 151 Other accrued expenses 73 47 Federal and state income taxes 4 5 Current portion of program broadcast obligations 5 18 Deferred revenue 22 20 Dividends payable 14 16 Current portion of operating lease liabilities 11 10 Current portion of long-term debt - 2 Total current liabilities 517 516 Long-term debt, less current portion and deferred financing costs 5,808 5,742 Deferred income taxes 1,299 1,300 Operating lease liabilities, less current portion 68 59 Other 17 18 Total liabilities 7,709 7,635 Commitments and contingencies (Note 12) Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 600,000 shares and 650,000 shares, respectively, and $600 and $650 aggregate liquidation value, respectively 600 650 Stockholders’ equity: Common stock, no par value; authorized 200,000,000 shares, issued 115,287,978 shares and 113,779,383 shares, respectively, and outstanding 93,115,076 shares and 92,444,984 shares, respectively 1,216 1,210 Class A common stock, no par value; authorized 25,000,000 shares, issued 12,978,335 shares and 12,198,808 shares, respectively, and outstanding 9,869,307 shares and 9,557,830 shares, respectively 72 67 Retained earnings 1,176 1,205 Accumulated other comprehensive loss, net of income tax benefit (4 ) (4 ) 2,460 2,478 Treasury stock at cost, common stock, 22,172,902 shares and 21,334,399 shares, respectively (292 ) (288 ) Treasury stock at cost, Class A common stock, 3,109,028 shares and 2,640,978 shares, respectively (40 ) (35 ) Total stockholders’ equity 2,128 2,155 Total liabilities and stockholders’ equity $ 10,437 $ 10,440 See notes to condensed consolidated financial statements. 4 GRAY MEDIA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except for per share data) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Revenue (less agency commissions): Broadcasting $ 813 $ 754 $ 1,552 $ 1,509 Production companies 26 18 55 45 Total revenue (less agency commissions) 839 772 1,607 1,554 Operating expenses before depreciation, amortization, impairment and loss (gain) on disposal of long-lived assets, net: Broadcasting 569 563 1,124 1,140 Production companies 22 20 50 40 Corporate and administrative 37 25 76 57 Depreciation 34 32 67 66 Amortization of intangible assets 21 28 53 57 Impairment of intangible assets - 28 - 28 Loss (gain) on disposal of long-lived assets, net 20 (6 ) 20 (8 ) Operating expenses 703 690 1,390 1,380 Operating income 136 82 217 174 Other (expense) income: Miscellaneous income, net - - 8 1 Interest expense (117 ) (117 ) (234 ) (235 ) Gain from early extinguishment of debt - - - 1 Income (loss) before income taxes 19 (35 ) (9 ) (59 ) Income tax expense (benefit) 5 21 (3 ) 6 Net income (loss) 14 (56 ) (6 ) (65 ) Preferred stock dividends (13 ) (13 ) (26 ) (26 ) Deemed contribution on repurchase of Series A Perpetual Preferred Stock (Note 7) 20 - 20 - Net income (loss) attributable to common stockholders $ 21 $ (69 ) $ (12 ) $ (91 ) Basic per share information: Net income (loss) attributable to common stockholders $ 0.21 $ (0.71 ) $ (0.12 ) $ (0.95 ) Weighted-average shares outstanding 98 97 98 96 Diluted per share information: Net income (loss) attributable to common stockholders $ 0.21 $ (0.71 ) $ (0.12 ) $ (0.95 ) Weighted-average shares outstanding 100 97 98 96 Dividends declared per common share $ 0.08 $ 0.08 $ 0.16 $ 0.16 See notes to condensed consolidated financial statements. 5 GRAY MEDIA, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in millions) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Net income (loss) $ 14 $ (56 ) $ (6 ) $ (65 ) Other comprehensive loss: Adjustment - fair value of interest rate caps - - - (1 ) Income tax benefit - - - - Other comprehensive loss, net - - - (1 ) Comprehensive income (loss) $ 14 $ (56 ) $ (6 ) $ (66 ) See notes to condensed consolidated financial statements. 6 GRAY MEDIA, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (in millions, except for number of shares) Accumulated Class A Class A Common Other Common Stock Common Stock Retained Treasury Stock Treasury Stock Comprehensive Shares Amount Shares Amount Earnings Shares Amount Shares Amount Loss Total Balance at December 31, 2024 11,237,386 $ 57 111,166,022 $ 1,198 $ 1,375 (2,423,199 ) $ (33 ) (20,397,775 ) $ (284 ) $ (30 ) $ 2,283 Net loss - - - - (9 ) - - - - - (9 ) Preferred stock dividends - - - - (13 ) - - - - - (13 ) Common stock dividends - - - - (8 ) - - - - - (8 ) Adjustment to fair value of interest rate cap, net of tax - - - - - - - - - (1 ) (1 ) Issuance of common stock: 2022 Equity and Incentive Compensation Plan: Restricted stock awards 961,422 - 1,105,758 - - (189,201 ) (2 ) (372,670 ) (1 ) - (3 ) Restricted stock unit awards - - 1,163,515 - - - - (377,291 ) (2 ) - (2 ) Stock-based compensation - 2 - 5 - - - - - - 7 Balance at March 31, 2025 12,198,808 $ 59 113,435,295 $ 1,203 $ 1,345 (2,612,400 ) $ (35 ) (21,147,736 ) $ (287 ) $ (31 ) $ 2,254 Net loss - - - - (56 ) - - - - - (56 ) Preferred stock dividends - - - - (13 ) - - - - - (13 ) Common stock dividends - - - - (8 ) - - - - - (8 ) Issuance of common stock: 2022 Equity and Incentive Compensation Plan: Restricted stock awards - 344,088 - - - - (131,402 ) (1 ) - (1 ) Stock-based compensation - 3 - 2 - - - - - - 5 Balance at June 30, 2025 12,198,808 $ 62 113,779,383 $ 1,205 $ 1,268 (2,612,400 ) $ (35 ) (21,279,138 ) $ (288 ) $ (31 ) $ 2,181 7 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (in millions, except for number of shares) Accumulated Class A Class A Common Other Common Stock Common Stock Retained Treasury Stock Treasury Stock Comprehensive Shares Amount Shares Amount Earnings Shares Amount Shares Amount Loss Total Balance at December 31, 2025 12,198,808 $ 67 113,779,383 $ 1,210 $ 1,205 (2,640,978 ) $ (35 ) (21,334,399 ) $ (288 ) $ (4 ) $ 2,155 Net loss - - - - (20 ) - - - - - (20 ) Preferred stock dividends - - - - (13 ) - - - - - (13 ) Common stock dividends - - - - (8 ) - - - - - (8 ) Issuance of common stock: 2022 Equity and Incentive Compensation Plan: Restricted stock awards 779,527 - 1,262,667 - - (468,050 ) (5 ) (795,069 ) (4 ) - (9 ) Stock-based compensation - 4 - 4 - - - - - - 8 Balance at March 31, 2026 12,978,335 $ 71 115,042,050 $ 1,214 $ 1,164 (3,109,028 ) $ (40 ) (22,129,468 ) $ (292 ) $ (4 ) $ 2,113 Net income - - - - 14 - - - - - 14 Preferred stock dividends - - - - (13 ) - - - - - (13 ) Common stock dividends - - - - (9 ) - - - - - (9 ) Deemed contribution on repurchase of Series A Perpetual Preferred Stock (Note 7) - - - - 20 - - - - - 20 Issuance of common stock: 2022 Equity and Incentive Compensation Plan: Restricted stock awards - - 245,928 - - - - (43,434 ) - - - Stock-based compensation - 1 - 2 - - - - - - 3 Balance at June 30, 2026 12,978,335 $ 72 115,287,978 $ 1,216 $ 1,176 (3,109,028 ) $ (40 ) (22,172,902 ) $ (292 ) $ (4 ) $ 2,128 See notes to condensed consolidated financial statements. 8 GRAY MEDIA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net loss $ (6 ) $ (65 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 67 66 Amortization of intangible assets 53 57 Amortization of deferred loan costs 7 8 Amortization of stock-based compensation 11 12 Amortization of program broadcast rights 13 12 Payments on program broadcast obligations (14 ) (14 ) Deferred income taxes (1 ) (35 ) Loss (gain) on disposal of long-lived assets, net 20 (2 ) Gain on sale of investment (8 ) (6 ) Gain from early extinguishment of debt - (1 ) Impairment of other intangible assets - 28 Other - 7 Changes in operating assets and liabilities: Accounts receivable, net 14 120 Income tax receivable or prepaid (43 ) - Other current assets (6 ) (6 ) Accounts payable 26 26 Employee compensation, benefits and pension cost (9 ) (28 ) Accrued interest - (17 ) Income taxes payable (1 ) 3 Deferred revenue 1 (2 ) Net cash provided by operating activities 124 163 Cash flows from investing activities: Acquisitions of television businesses and licenses, net of cash acquired (264 ) - Purchases of property and equipment (36 ) (40 ) Proceeds from asset sales 2 14 Proceeds from sale of investment 10 22 Investment in broadcast, production and technology companies - (8 ) Other (2 ) (2 ) Net cash used in investing activities (290 ) (14 ) Cash flows from financing activities: Proceeds from borrowings on long-term debt 70 130 Repayments of borrowings on long-term debt (13 ) (168 ) Repurchase of Series A preferred stock (30 ) - Payment of common stock dividends (17 ) (16 ) Payment of preferred stock dividends (27 ) (26 ) Payment of taxes related to net share settlement of equity awards (9 ) (5 ) Net cash used in financing activities (26 ) (85 ) Net (decrease) increase in cash (192 ) 64 Cash at beginning of period 368 135 Cash at end of period $ 176 $ 199 Supplemental non-cash investing activities: Non-cash exchange of television stations (Note 3) $ 70 $ - Supplemental non-cash financing activities: Deemed contribution on repurchase of Series A Perpetual Preferred Stock (Note 7) $ 20 $ - See notes to condensed consolidated financial statements. 9 GRAY MEDIA, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The accompanying condensed consolidated balance sheets of Gray Media, Inc. (and its consolidated subsidiaries, except as the context otherwise provides, “Gray Media,” “Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2025, which was derived from the Company’s audited financial statements as of December 31, 2025, and our accompanying unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six-month periods ended June 30, 2026 and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. We manage our business on the basis of two operating segments: broadcasting and production companies. Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by The Nielsen Company, LLC (“Nielsen”) and/or Comscore, Inc. (“Comscore”). While we believe this data to be accurate and reliable, we have not independently verified such data nor have we ascertained the underlying assumptions relied upon therein, and cannot guarantee the accuracy or completeness of such data. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Our financial condition as of, and operating results for the three and six-months ended June 30, 2026, are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2026. 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. We serve 117 full-power television markets that collectively reach approximately 37% of US television households. The portfolio includes 78 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station in average all-day ratings across the 116 of such markets that were measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 46 markets and 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. Investments in Broadcasting, Production and Technology Companies. We have investments in several television, production and technology companies. We account for all material investments in which we have significant influence over the investee under the equity method of accounting. Upon initial investment, we record equity method investments at cost. The amounts initially recognized are subsequently adjusted for our appropriate share of the net earnings or losses of the investee. We record any investee losses up to the carrying amount of the investment plus advances and loans made to the investee, and any financial guarantees made on behalf of the investee. We recognize our share in earnings and losses of the investee as miscellaneous income, net in our condensed consolidated statements of operations. Investments are also increased by contributions made to and decreased by the distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as miscellaneous income, net in our condensed consolidated statements of operations. These investments are reported together as a non-current asset on our consolidated balance sheets. 10 Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our actual results could differ materially from these estimated amounts. Our most significant estimates are our allowance for credit losses in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies. Allowance for Credit Losses. We are exposed to credit risk primarily through sales of broadcast and digital advertising with a variety of direct and agency-based advertising customers, retransmission consent agreements with multichannel video program distributors and program production sales and services. Our allowance for credit losses is an estimate of expected losses over the remaining contractual life of our receivables based on an ongoing analysis of collectability, historical collection experience, current economic and industry conditions and reasonable and supportable forecasts. The allowance is calculated using a historical loss rate applied to the current aging analysis. We may also apply additional allowance when warranted by specific facts and circumstances. We generally write off account receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted. 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, and certain third-party financial institutions (the “Purchasers”). The amount sold to the Purchasers was $400 million as of both June 30, 2026 and December 31, 2025, which was derecognized from the respective condensed consolidated balance sheets. As collateral against sold receivables, the SPV maintains a certain level of unsold receivables, which was $125 million and $344 million at June 30, 2026 and December 31, 2025, respectively. Total receivables under the Securitization Facility were $525 million and $589 million at June 30, 2026 and December 31, 2025, respectively. The following table provides a roll-forward of the allowance for credit losses. The allowance is deducted from the amortized cost basis of accounts receivable in our condensed consolidated balance sheets (in millions): Six Months Ended June 30, 2026 2025 Beginning balance $ 16 $ 15 Provision for credit losses 2 1 Amounts written off (4 ) (1 ) Ending balance $ 14 $ 15 11 Property and Equipment. Property and equipment are carried at cost, or in the case of acquired businesses, at fair value. Depreciation is computed principally by the straight-line method. The following table lists the components of property and equipment by major category (dollars in millions): Estimated June 30, December 31, Useful Lives 2026 2025 (in years) Property and equipment: Land $ 402 $ 391 Buildings and improvements 938 940 7 to 40 Equipment 1,199 1,149 3 to 20 Construction in progress 29 32 2,568 2,512 Accumulated depreciation (1,046 ) (1,003 ) Total property and equipment, net $ 1,522 $ 1,509 Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets divested, sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting gain or loss is reflected in income or expense for the period. We incurred costs to build public infrastructure within Assembly Atlanta. Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we receive cash reimbursements for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. We received cash proceeds from the CID totaling $5 million during the six-month period ended June 30, 2025. During the six-months ended June 30, 2026, we did not receive any cash proceeds from the CID. The following tables provide additional information related to loss on disposal of assets, net included in our condensed consolidated statements of operations, and purchases of property and equipment included in our condensed consolidated statements of cash flows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Loss (gain) on disposal of long-lived assets, net: Proceeds from sale of fixed assets $ (2 ) $ (26 ) $ (2 ) $ (35 ) Net book value of assets disposed 1 19 1 26 Discount - Securitization Facility (1 ) 1 (1 ) 1 Loss on station swap (Note 3) 22 - 22 - Total $ 20 $ (6 ) $ 20 $ (8 ) Earnings Per Share. We compute basic earnings per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive. 12 The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three and six-month periods ended June 30, 2026 and 2025, respectively (in millions): Three-Months Ended Six-Months Ended June 30, June 30, 2026 2025 2026 2025 Weighted-average shares outstanding-basic 98 97 98 96 Common stock equivalents for restricted shares 2 - - - Weighted-average shares outstanding-diluted 100 97 98 96 In the table above, the six-months ended June 30, 2026 excludes 4,900,735 shares and each of the three and six-months ended June 30, 2025 excludes 5,294,567 shares due to their dilutive effect on our net loss attributable to common shareholders for each period. See Note 8 “Stock-based Compensation”. Accumulated Other Comprehensive Loss. Our accumulated other comprehensive income (loss) balances as of June 30, 2026 and December 31, 2025, consist of adjustments to our pension liability, net of tax. Our comprehensive income for the six-months ended June 30, 2026 had no components besides our net income. Our comprehensive loss for the six-months ended June 30, 2025 consisted of our net loss and recognition of the fair value adjustment related to our interest rate caps, and the related income tax benefit. Recent Accounting Pronouncements. In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The purpose of this amendment was to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Currently we do not expect that the implementation of these changes will have a material impact on our financial statements. In addition to the accounting standards described above, certain amounts have also been reclassified to conform to the current presentation. 2. Revenue Revenue Recognition. We recognize revenue when we have completed a specified service and effectively transferred the control of that service to a customer in return for an amount of consideration we expect to be entitled to receive. The amount of revenue recognized is determined by the amount of consideration specified in a contract with our customers. We have elected to exclude taxes assessed by a governmental authority on transactions with our customers from our revenue. Any unremitted balance is included in current liabilities on our balance sheets. Deferred Revenue. We record a deferred revenue for cash deposits received from our customers that are to be applied as payment once the performance obligation arises and is satisfied. These deposits are recorded as deferred revenue on our balance sheets as advertising deposit liabilities. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the invoiced amounts. Therefore, we record invoiced amounts in accounts receivable on our balance sheets. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as an advertising deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $7 million of revenue in the six-months ended June 30, 2026 that was included in the advertising deposit liability balance as of December 31, 2025. We also record other deposit liabilities for cash received in advance for other arrangements, for which revenue is earned in future periods. 13 The following table presents our deferred revenue by type (in millions): June 30, December 31, 2026 2025 Advertising deposit liabilities $ 6 $ 7 Other deposit liabilities 16 13 Total deferred revenue $ 22 $ 20 Disaggregation of Revenue. Revenue from our production companies segment is generated through our direct sales channel. Revenue from our broadcast and other segment is generated through both our direct and advertising agency intermediary sales channels. The following table presents our revenue from contracts with customers disaggregated by type of service and sales channel (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Market and service type: Broadcast advertising: Core advertising $ 357 $ 361 $ 709 $ 705 Political 83 9 113 22 Total advertising 440 370 822 727 Retransmission consent 359 369 698 748 Production companies 26 18 55 45 Other 14 15 32 34 Total revenue $ 839 $ 772 $ 1,607 $ 1,554 Sales channel: Direct $ 562 $ 554 $ 1,103 $ 1,118 Advertising agency intermediary 277 218 504 436 Total revenue $ 839 $ 772 $ 1,607 $ 1,554 3. Acquisitions and Divestitures First Quarter 2026 Acquisitions WBBJ On January 1, 2026, we acquired all of the non-license assets of WBBJ-TV (ABC/CBS) in the Jackson, Tennessee market (DMA 175) (“WBBJ”) from Bahakel Communications, Ltd. On February 13, 2026, we acquired all of the WBBJ license assets. Total consideration for the acquisition of WBBJ was $25 million plus $2 million in net working capital adjustments, of which we paid $15 million in the fourth quarter of 2025, $10 million in the first quarter of 2026 and $2 million in net working capital adjustments in the second quarter of 2026. Allen Media Group - Three Markets On March 27, 2026, we acquired WTVA (ABC/NBC) in Columbus-Tupelo, Mississippi (DMA 135), WTHI (CBS/FOX) in Terre Haute, Indiana (DMA 160), and WLFI (CBS) in West Lafayette, Indiana (DMA 189) (collectively, the “Allen 3”) from Allen Media Group, Inc. (“AMG”) for a total consideration of $56 million. 14 The following table summarizes the allocation of the assets acquired and liabilities assumed for the previously described first quarter 2026 acquisitions (in millions): WBBJ Allen 3 Accounts receivable $ 2 $ - Property and equipment 4 7 Broadcast licenses 16 32 Goodwill 2 17 Other intangible assets 3 1 Current liabilities - (1 ) $ 27 $ 56 Second Quarter 2026 Acquisitions Allen Media Group - Seven Markets On May 1, 2026, we acquired WAAY (ABC) in Huntsville, Alabama (DMA 73), WSIL (ABC) in Paducah, Kentucky, Cape Girardeau, Missouri and Harrisburg, Illinois (DMA 92), WEVV (CBS/FOX) in Evansville, Indiana (DMA 109), WFFT (FOX) in Fort Wayne, Indiana (DMA 108), WCOV (FOX) and WIYE (Independent) in Montgomery, Alabama (DMA 127), KADN (FOX) and KLAF (NBC) in Lafayette, Louisiana (DMA 124) and WREX (NBC) in Rockford, Illinois (DMA 137) (collectively, the “Allen 7”) from AMG for a total consideration of $115 million. Block Communications, Inc. On May 6, 2026, we acquired WDRB (FOX), WBKI (CW) in Louisville, Kentucky (DMA 48), WAND (NBC) in Champaign and Decatur, Illinois (DMA 90), and WLIO (NBC) in Lima, Ohio (DMA 190) (collectively, “Block”) from Block Communications, Inc. for a total consideration of $80 million. Sagamore Hill Broadcasting, Inc. On May 8, 2026, we acquired WLTZ (NBC) in Columbus, Georgia (DMA 126) and KJTV (FOX) in Lubbock, Texas (DMA 140) (collectively, “SGH”) from Sagamore Hill Broadcasting, Inc. for a total consideration of $2 million. The following table summarizes the allocation of the assets acquired and liabilities assumed for the previously described second quarter acquisitions (in millions): Allen 7 Block SGH Accounts receivable $ - $ - $ 1 Prepaid and other current assets - 2 - Property and equipment 15 37 - Operating leases right-of-use assets 8 1 - Broadcast licenses 74 39 1 Goodwill 25 3 - Other intangible assets 1 - - Current liabilities (1 ) (1 ) - Operating leases liabilities, less current portion (7 ) (1 ) - $ 115 $ 80 $ 2 15 The E. W. Scripps Company On May 15, 2026, we divested KKTV (CBS) in Colorado Springs, Colorado (DMA 89), KKCO (NBC) in Grand Junction, Colorado (DMA 186) and KMVT (CBS) in Twin Falls, Idaho (DMA 188) to acquire WSYM (FOX) in Lansing, Michigan (DMA 113) and KATC (ABC) in Lafayette, Louisiana (DMA 124) (collectively, the “Station Swap”) from The E. W. Scripps Company. There was no cash or other consideration exchanged in the Station Swap other than the exchange of the assets held by these stations. We remeasured the net assets divested, and based on their fair value of $70 million, recognized a $22 million non-cash loss in the Station Swap which was recorded in loss (gain) on long-lived assets, net in the condensed consolidated statements of operations for the three and six-months ended June 30, 2026. The following table summarizes the assets and liabilities divested and the allocation of the assets acquired and liabilities assumed for the Station Swap (in millions): Divested Stations Acquired Stations Property and equipment $ 32 $ 13 Operating leases right-of-use assets 2 - Broadcast licenses 43 35 Goodwill 17 21 Other intangible assets - 1 Operating leases liabilities, less current portion (2 ) - $ 92 $ 70 The allocation of assets and liabilities assumed has been finalized for all acquisitions closed through June 30, 2026, other than Block and the Station Swap. The primary areas of the purchase price allocations that are not yet finalized relate to the valuation of certain tangible and intangible assets, and goodwill, which represents the excess of the purchase price over the fair value of the net tangible and other intangible assets acquired. We expect to obtain the information necessary to finalize the fair value of assets acquired during the measurement period, not to exceed one year from the respective acquisition dates. Changes to the preliminary estimate of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill in the period they occur. During the three-month period ended June 30, 2026, we recognized the following measurement period adjustments, all of which relate to our Allen 3 acquisition: a $1 million increase in property and equipment, an $11 million decrease in broadcast licenses and a $10 million increase in goodwill. The measurement period adjustments were a result of the finalization of the valuation of tangible and intangible assets acquired. Accounts receivable are recorded at their fair value representing the amount we expect to collect. Expected uncollectible balances are not material. Property and equipment and other intangible assets are being depreciated and amortized consistent with our accounting policies in the 2025 Form 10-K. Broadcast licenses are indefinite-lived intangibles. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, as well as future synergies that we expect to generate from each acquisition. Goodwill will be deductible by us for income tax purposes. We recognized $11 million in acquisition-related professional service fees during the six-months ended June 30, 2026, which were included in corporate and administrative expenses on the condensed consolidated statement of operations. Acquisition-related professional services fees during the six-months ended June 30, 2025, were not material. 16 Unaudited Pro Forma Financial Information – 2026 Transactions. The WBBJ, Allen 3, Allen 7, Block, SGH and Station Swap transactions are collectively referred to as the “2026 Transactions.” The following table sets forth certain unaudited pro forma information for the six-months ended June 30, 2026 and June 30, 2025, assuming that the 2026 Transactions occurred on January 1, 2025 (in millions, except per share data): Six-Months Ended Six-Months Ended June 30, 2026 June 30, 2025 Revenue (less agency commissions) $ 1,670 $ 1,654 Net income (loss) $ 6 $ (69 ) Net loss attributable to common stockholders $ - $ (95 ) Basic net loss per common share $ - $ (0.99 ) Diluted net loss per common share $ - $ (0.99 ) This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the television stations acquired in the 2026 Transactions, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed the 2026 Transactions on January 1, 2025 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the six-months ended June 30, 2026 and 2025 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, transaction related expenses and related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions. 17 4. Long Term Debt As of June 30, 2026 and December 31, 2025, long-term debt consisted of obligations under our 2019 Senior Credit Facility (as defined below), our 5.875% senior notes due 2026 (the “2026 Notes”), our 10.5% senior secured first lien notes due 2029 (the “2029 1L Notes”), our 4.75% senior notes due 2030 (the “2030 Notes”), our 5.375% senior notes due 2031 (the “2031 Notes”), our 9.625% senior secured second lien notes due 2032 (the “2032 2L Notes”) and our 7.25% senior secured first lien notes due 2033 (the “2033 1L Notes”) as follows (in millions): June 30, December 31, 2026 2025 Long-term debt : Senior Credit Facility: 2028 1L Term Loan (matures December 1, 2028) $ 739 $ 739 2026 1L Term Loan - 10 Senior secured first lien notes: 2029 1L Notes (matures July 15, 2029) 1,125 1,125 2033 1L Notes (matures August 15, 2033) 845 775 Senior secured second lien notes: 2032 2L Notes (matures July 15, 2032) 1,150 1,150 Senior unsecured notes: 2026 Notes - 2 2030 Notes (matures October 15, 2030) 790 790 2031 Notes (matures November 15, 2031) 1,218 1,219 Total outstanding principal, including current portion 5,867 5,810 Unamortized deferred loan costs - Senior Credit Facility (11 ) (13 ) Unamortized deferred loan costs - 2029 1L Notes (7 ) (9 ) Unamortized deferred loan costs - 2030 Notes (6 ) (7 ) Unamortized deferred loan costs - 2031 Notes (9 ) (10 ) Unamortized deferred loan costs - 2032 2L Notes (15 ) (17 ) Unamortized deferred loan costs - 2033 1L Notes (15 ) (15 ) Unamortized premium - 2032 Notes 4 5 Less current portion - (2 ) Long-term debt, less current portion and deferred financing costs $ 5,808 $ 5,742 Revolving Credit Facility: Revolving Credit Facility commitment $ 750 $ 750 Undrawn outstanding letters of credit (5 ) (5 ) Borrowing availability under Revolving Credit Facility $ 745 $ 745 2026 Refinancing Activities. On March 31, 2026, we entered into a sixth amendment (the “Sixth Amendment”) to our Fifth Amended and Restated Credit Agreement (as amended, including by the Sixth Amendment, the “2019 Senior Credit Facility”) which amended and restated the 2019 Senior Credit Facility in its entirety. The Sixth Amendment did not change the commitments under the revolving credit facility, the principal amounts of the term loans, or the stated maturities under our 2019 Senior Credit Facility. No new borrowings were incurred in connection with the Sixth Amendment. On June 30, 2026, we issued $70 million in additional 2033 1L Notes in a private placement transaction. The proceeds were used to: (i) fund $40 million in purchase price consideration at the first closing of our acquisition of American Spirit Media, LLC (on July 1, 2026, described in Note 15, “Subsequent Events”) and (ii) fund our repurchase of an aggregate of 50,000 shares of Series A Perpetual Preferred Stock of the Company (“Series A Perpetual Preferred Stock”) for $30 million. See Note 7, “Preferred Stock.” 18 The revolving credit facility bears interest, based on Term SOFR (as defined in the 2019 Senior Credit Facility) plus an applicable margin ranging from 1.75%–2.75% or the Base Rate (as defined below) plus an applicable margin ranging from 0.75%–1.75%, in each case based on the first lien net leverage ratio. We are required to pay a commitment fee on the average daily unused portion of the revolving credit facility, which rate ranges from 0.250% to 0.400% per annum, based on the first lien net leverage ratio. The term loans bear interest, at either Term SOFR plus an applicable margin or the Base Rate plus an applicable margin. “Base Rate” is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) Term SOFR for a one month tenor in effect on such day plus 1.00%. Our applicable margin with respect to the term loans is 3.00% for the 2021 term loan (plus a credit spread adjustment with respect to Term SOFR Loans with an interest period of one, three or six-months, respectively) and 2.00% for Base Rate borrowings. As of June 30, 2026, the interest rate on the balance outstanding under the 2028 term loan was 6.7%. For all interest-bearing debt obligations, we made interest payments of approximately $222 million and $230 million during the six-months ended June 30, 2026 and 2025, respectively. During each of the six-months ended June 30, 2026 and 2025, we capitalized less than $1 million of interest payments related to Assembly Atlanta. As of June 30, 2026, the aggregate minimum principal maturities of our long-term debt for the remainder of 2026 and the succeeding five years were as follows (in millions): Minimum Principal Maturities Year Senior 1L Credit Facility 2029 1L Notes 2030 Notes 2031 Notes 2032 2L Notes 2033 1L Notes Total Remainder of 2026 $ - $ - $ - $ - $ - $ - $ - 2027 - - - - - - - 2028 739 - - - - - 739 2029 - 1,125 - - - - 1,125 2030 - - 790 - - - 790 2031 - - - 1,218 - - 1,218 Thereafter - - - - 1,150 845 1,995 Total $ 739 $ 1,125 $ 790 $ 1,218 $ 1,150 $ 845 $ 5,867 As of June 30, 2026, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or to the guarantor subsidiaries. Our 2019 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply. The 2029 1L Notes, 2030 Notes, 2031 Notes, the 2032 2L Notes and 2033 1L Notes also include covenants with which we must comply. As of June 30, 2026 and December 31, 2025, we were in compliance with all required covenants under all our debt obligations. 5. Fair Value Measurement We measure certain assets and liabilities at fair value, which are classified by the FASB Codification within the fair value hierarchy as Level 1, 2 or 3, on the basis of whether the measurement employs observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions and consider information about readily available market participant assumptions. ● Level 1: Quoted prices for identical instruments in active markets ● Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets 19 ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The use of different market assumptions or methodologies could have a material effect on the fair value measurement. The carrying amounts of accounts receivable, prepaid and other current assets, accounts payable, employee compensation and benefits, accrued interest, other accrued expenses and deferred revenue approximate fair value at both June 30, 2026 and December 31, 2025. At June 30, 2026 and December 31, 2025, the carrying amount of our long-term debt was $5.8 billion and $5.7 billion, respectively, and the fair value was $5.2 billion and $5.5 billion, respectively. The fair value of our long-term debt is based on observable estimates provided by third-party financial professionals as of each date, and as such is classified within Level 2 of the fair value hierarchy. 6. Stockholders’ Equity We are authorized to issue 245 million shares in total of all classes of stock consisting of 25 million shares of Class A common stock, 200 million shares of common stock and 20 million shares of “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers, limitations and restrictions. The rights of our common stock and Class A common stock are identical, except that our Class A common stock has 10 votes per share and our common stock has one vote per share. Our common stock and Class A common stock are entitled to receive cash dividends, if declared, on an equal per-share basis. The Board of Directors declared a quarterly cash dividend of $0.08 per share on our common stock and Class A common stock to shareholders of record on March 13, 2026, June 15, 2026, March 14, 2025 and June 13, 2025, payable on March 31, 2026, June 30, 2026, March 31, 2025 and June 30, 2025, respectively. The total dividends declared and paid during the six-months ended June 30, 2026 and 2025 was $17 million and $16 million, respectively. Under our various employee benefit plans, we may, at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our Class A common stock or common stock. As of June 30, 2026, we had reserved 15.5 million shares and 2.6 million shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans. 7. Preferred Stock At June 30, 2026 and December 31, 2025, there were 600,000 shares and 650,000 shares, respectively, of our Series A Perpetual Preferred Stock outstanding with a stated face value and liquidation value of $1,000 per share. As described in Note 4, “Long Term Debt,” on June 30, 2026, we issued $70 million of additional 2033 1L Notes in a private placement transaction, of which $30 million was used to repurchase an aggregate of 50,000 shares of Series A Perpetual Preferred Stock having an aggregate liquidation preference of $50 million for a total purchase price of $30 million plus accrued but unpaid dividends. We recognized a $20 million deemed contribution on the repurchase of the Series A Perpetual Preferred Stock on our condensed consolidated statements of operations for the calculation of net income (loss) attributable to common stockholders and on our condensed consolidated statements of stockholders’ equity. Holders of shares of the Series A Perpetual Preferred Stock are entitled to receive mandatory and cumulative dividends paid quarterly in cash or, at the Company’s option, paid quarterly in kind by issuance of additional shares of Series A Perpetual Preferred Stock. The per-share amount of such quarterly mandatory and cumulative dividends will be calculated by multiplying the face value by 8% per annum if the dividends are to be paid in cash, or 8.5% per annum if such dividends are to be paid in additional shares of Series A Perpetual Preferred Stock (“PIK Election Dividends”). If the Company elects to pay any portion of accrued dividends with PIK Election Dividends, it will be prohibited from repurchasing, redeeming or paying dividends on any stock that is junior to the Series A Perpetual Preferred Stock through the end of that quarter and the subsequent two quarters, subject to certain exceptions. 20 8. Stock-based Compensation We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. The following table provides our stock-based compensation expense and related income tax benefit for the three and six-month periods ended June 30, 2026 and 2025 (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Stock-based compensation expense, gross $ 3 $ 5 $ 11 $ 12 Income tax benefit at our statutory rate associated with stock-based compensation (1 ) (1 ) (3 ) (3 ) Stock-based compensation expense, net $ 2 $ 4 $ 8 $ 9 All shares of common stock and Class A common stock underlying outstanding restricted stock units and performance awards are counted as issued at target levels under the 2022 Executive Incentive Compensation Plan for purposes of determining the number of shares available for future issuance. A summary of restricted common stock and Class A common stock activity for the six-month periods ended June 30, 2026 and 2025, respectively, is as follows: Six Months Ended June 30, 2026 June 30, 2025 Weighted- Weighted- average average Grant Date Grant Date Number of Fair Value Number of Fair Value Shares Per Share Shares Per Share Restricted stock - common: Outstanding - beginning of period (1) 3,090,376 $ 6.09 2,567,707 $ 9.03 Granted (1) 1,508,595 4.84 1,449,846 4.00 Vested (1,654,837 ) 6.06 (851,400 ) 10.11 Outstanding - end of period (1) 2,944,134 $ 5.47 3,166,153 $ 6.44 Restricted stock - Class A common: Outstanding - beginning of period (1) 2,064,540 $ 7.66 1,589,020 $ 9.78 Granted (1) 779,527 11.93 961,422 6.97 Vested (887,466 ) 8.34 (422,028 ) 12.26 Outstanding - end of period (1) 1,956,601 $ 9.06 2,128,414 $ 8.02 Restricted stock units - common stock: Outstanding - beginning of period - $ - 1,229,390 $ 5.72 Vested - - (1,163,515 ) 5.72 Forfeited - - (65,875 ) 5.72 Outstanding - end of period - $ - - $ - (1) For awards subject to future performance conditions, amounts assume target performance. 21 9. Leases As a Lessee. We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use (“ROU”) assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components separately with only the lease component included in the calculation of the ROU asset and lease liability. As of June 30, 2026, our operating leases substantially have remaining terms of one year to 99 years, some of which include options to extend and/or terminate the leases. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. Cash flow movements related to our lease activities are included in other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our condensed consolidated statements of cash flows for the six-months ended June 30, 2026 and 2025. As of June 30, 2026, the weighted-average remaining term of our operating leases was approximately nine years. The weighted-average discount rate used to calculate the values associated with our operating leases was 7.1%. The table below describes the nature of our lease expense and classification of operating lease expense recognized in the three and six-months ended June 30, 2026 and 2025, respectively (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Lease expense Operating lease expense $ 4 $ 4 $ 8 $ 8 Short-term lease expense 2 1 5 3 Total lease expense $ 6 $ 5 $ 13 $ 11 The maturities of operating lease liabilities as of June 30, 2026, for the remainder of 2026 and for the succeeding five years were as follows (in millions): Year ending December 31, Operating Leases Remainder of 2026 $ 8 2027 15 2028 12 2029 12 2030 11 Thereafter 50 Total lease payments 108 Less: Imputed interest (30 ) Present value of lease liabilities $ 78 As a Lessor. We lease or sublease our owned or leased production facilities, land, towers and office space through operating leases with third parties. Payments received associated with these leases consist of fixed and variable payments. Fixed payments are received for the rental of space, including fixed rate rent escalations over the applicable term of the lease agreements. Variable payments are received for short-term rental of space, variable rent escalations and reimbursement of operating costs related to the asset leased or subleased. 22 We recognize revenue from fixed payments on a straight-line basis over the applicable term of the lease agreements, whose lives range between one and 42 years. The excess of straight-line revenue recognized over the fixed payments received is recorded as deferred rent receivable in other assets on our condensed consolidated balance sheets. The deferred rent receivable balance was $12 million and $10 million as of June 30, 2026 and December 31, 2025, respectively. We recognize revenue from variable payments each period as earned. Cash flow activities related to our lease activities for assets we lease to third parties are included in other assets and accounts receivable as presented in net cash provided by operating activities in our condensed consolidated statements of cash flows. The following table describes the nature of our lease revenue and classification of operating lease revenue recognized in the three and six-months ended June 30, 2026 and 2025 (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Operating lease revenue: Fixed lease revenue $ 5 $ 6 $ 11 $ 11 Variable lease revenue 4 4 7 8 Total operating lease revenue $ 9 $ 10 $ 18 $ 19 The following table presents our future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2026 (in millions): Year ending December 31, Operating Leases Remainder of 2026 $ 12 2027 24 2028 23 2029 23 2030 23 Thereafter 204 Total lease receipts $ 309 10. Income Taxes For the three and six-month periods ended June 30, 2026 and 2025, our income tax expense (benefit) and effective income tax rates were as follows (dollars in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Income tax expense (benefit) $ 5 $ 21 $ (3 ) $ 6 Effective income tax rate 25 % (60 %) 38 % (10 %) 23 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 to adjust our statutory federal income tax rate of 21% to our effective income tax rate. For the six-months ended June 30, 2026, these estimates increased or decreased our statutory federal income tax rate of 21% as follows: permanent differences that resulted in an increase of 2%, state income taxes that resulted in an increase of 5%, and discrete items that resulted in an increase of 10%. For the six-months ended June 30, 2025, these estimates increased or decreased our statutory federal income tax rate of 21% as follows: permanent differences that resulted in a decrease of 24%, state income taxes that resulted in a decrease of 3%, and discrete items that resulted in a decrease of 4%. During the six-months ended June 30, 2026, we made $42 million of federal, state and local income tax payments, net of refunds. As of December 31, 2025, we have an aggregate of approximately $259 million of various state operating loss carryforwards, of which we expect that approximately $162 million will not be utilized due to Internal Revenue Code Section 382 limitations and those that will expire prior to utilization. After applying our state effective tax rate, this amount is included in our valuation allowance for deferred tax assets. We reassess our state operating loss carry forwards at the end of each calendar year. 11. Retirement Plans The components of our net periodic pension benefit are included in miscellaneous income in our condensed consolidated statements of operations. During the six-months ended June 30, 2026 and 2025, the amount recorded as a benefit was not material, and we did not make a contribution to our defined benefit pension plans. During the remainder of 2026, we do not expect to make a contribution to these plans. During the six-month period ended June 30, 2026, we contributed $13 million in matching cash contributions to the 401(k) plan. Based upon employee participation as of June 30, 2026, during the remainder of 2026, we expect to contribute $12 million of matching cash contributions to this plan. 12. Commitments and Contingencies We are, and expect to continue to be, subject to legal actions, proceedings and claims that arise in the normal course of our business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, proceedings and claims will not materially affect our financial position, results of operations or cash flows, although legal proceedings are subject to inherent uncertainties, and unfavorable rulings or events could have a material adverse impact on our financial position, results of operations or cash flows. 24 13. Segment Information The Company’s chief operating decision maker (“CODM”) is the chief executive officer (“CEO”). The CODM assesses segment performance and allocates resources to each segment by using each segment’s operating profit. The CODM uses operating profit for each segment in the annual budgeting and forecasting process, as well as to review segment operating profit quarterly when making decisions about allocating capital and operating resources to segments. Disaggregated total assets and goodwill by segment are not regularly provided to the CODM. The following tables present our business segment information (in millions): Production As of and for the six-months ended June 30, 2026: Broadcasting Companies Other Consolidated Revenue (less agency commissions) $ 1,552 $ 55 $ - $ 1,607 Less:(1) Payroll and employee benefits 458 11 33 502 Network affiliation fees 406 - - 406 Programming 63 3 - 66 Depreciation and amortization 108 11 1 120 Other segment items(2) 217 36 43 296 Segment operating income (loss) $ 300 $ (6 ) $ (77 ) $ 217 Other income (expense): Miscellaneous income, net 8 Interest expense (234 ) Gain on early extinguishment of debt - Loss before income tax $ (9 ) Capital expenditures (excluding business combinations) $ 22 $ 14 $ - $ 36 Goodwill $ 2,665 $ 28 $ - $ 2,693 Investments in broadcasting and technology companies $ 18 $ 1 $ 13 $ 32 Total assets $ 9,464 $ 657 $ 316 $ 10,437 For the six-months ended June 30, 2025: Revenue (less agency commissions) $ 1,509 $ 45 $ - $ 1,554 Less:(1) Payroll and employee benefits 429 10 32 471 Network affiliation fees 467 - - 467 Programming 59 3 - 62 Depreciation and amortization 114 8 1 123 Impairment of intangible assets 28 - - 28 Other segment items(2) 176 28 25 229 Segment operating income (loss) $ 236 $ (4 ) $ (58 ) $ 174 Other income (expense): Miscellaneous income, net 1 Interest expense (235 ) Loss on early extinguishment of debt 1 Loss before income tax $ (59 ) Capital expenditures (excluding business combinations) $ 21 $ 19 $ - $ 40 As of December 31, 2025: Goodwill $ 2,614 $ 28 $ - $ 2,642 Investments in broadcasting and technology companies $ 23 $ 1 $ 13 $ 37 Total assets $ 9,326 $ 647 $ 467 $ 10,440 (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown. (2) Other segment items for each reportable segment includes (gain) loss on disposal of long-lived assets, professional services expense, repairs and maintenance expense, occupancy expense (including property tax expense), and certain overhead expenses. 25 14. Goodwill and Intangible Assets During the six-months ended June 30, 2026, we acquired and disposed of several television broadcast stations and broadcast licenses. As a result of these transactions, our goodwill and intangible balances changed. See Note 3, “Acquisitions and Divestitures” for more information regarding these transactions. There were no acquisitions during the six-months ended June 30, 2025. No impairments were recognized for each of the six-months ended June 30, 2026 and 2025. The following table presents a summary of changes in our goodwill and other intangible assets, on a net basis (in millions): Net Balance at Net Balance at December 31, June 30, 2025 Net Additions Amortization 2026 Goodwill $ 2,642 $ 51 $ - $ 2,693 Broadcast licenses 5,309 154 - 5,463 Finite-lived intangible assets 157 5 (53 ) 109 Total intangible assets net of accumulated amortization $ 8,108 $ 210 $ (53 ) $ 8,265 A summary of changes in our goodwill and other intangible assets, on a net basis, for the six-months ended June 30, 2026 is as follows (in millions): As of June 30, 2026 As of December 31, 2025 Accumulated Accumulated Gross Amortization Net Gross Amortization Net Intangible assets not currently subject to amortization: Broadcast licenses $ 5,517 $ (54 ) $ 5,463 $ 5,363 $ (54 ) $ 5,309 Goodwill 2,693 - 2,693 2,642 - 2,642 $ 8,210 $ (54 ) $ 8,156 $ 8,005 $ (54 ) $ 7,951 Intangible assets subject to amortization: Network affiliation agreements $ 173 $ (165 ) $ 8 $ 170 $ (151 ) $ 19 Other finite-lived intangible assets 944 (843 ) 101 947 (809 ) 138 $ 1,117 $ (1,008 ) $ 109 $ 1,117 $ (960 ) $ 157 Total intangible assets $ 9,327 $ (1,062 ) $ 8,265 $ 9,122 $ (1,014 ) $ 8,108 Amortization expense for the six-months ended June 30, 2026 and 2025 was $53 million and $57 million, respectively. Based on the current amount of intangible assets subject to amortization, we expect that amortization expense for the remainder of 2026 will be approximately $29 million, and, for the succeeding five years, amortization expense will be approximately as follows: 2027, $42 million; 2028, $13 million; 2029, $3 million; 2030, $3 million; and 2031, $2 million and thereafter, $17 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary materially from these estimates. 26 15. Subsequent Events Acquisitions. On July 1, 2026, we completed the first of two closings to acquire the television stations of American Spirit Media, LLC (“ASM”). Total consideration for the acquisition is anticipated to be $50 million. We paid $40 million of the total consideration as of the first closing date and funded the payment with proceeds from the issuance of the additional 2033 1L Notes as described in Note 4 “Long Term Debt”. We anticipate paying the remaining $10 million of consideration upon completion of the second closing and expect to fund the remaining amount due with cash on hand. The second closing is subject to regulatory approval and other customary closing conditions; however, we can provide no assurance that we will receive the required regulatory approvals. The ASM stations are as follows: DMA MARKET STATION AFFILIATION 81 Toledo, OH WUPW FOX 100 Jackson, MS WDBD FOX 125 Wilmington, NC WSFX-TV FOX 126 Columbus, GA WXTX FOX 149 Wichita Falls, TX KAUZ-TV CBS 176 Lake Charles, LA KVHP FOX On July 1, 2026, we completed the first of two closings to acquire the television station WHPM (FOX) in Hattiesburg, Mississippi (DMA 168). Total consideration for the acquisition is anticipated to be $4 million. We paid $3 million of the total consideration as of the first closing date and funded the payment with cash on hand. We anticipate paying the remaining $1 million of consideration upon completion of the second closing and will fund the remaining amount due with cash on hand. The second closing is subject to regulatory approval and other customary closing conditions; however, we can provide no assurance that we will receive the required regulatory approvals. Securitization Facility. On July 15, 2026, we amended the Securitization Facility to clarify the treatment of receivables from certain customers under bankruptcy proceedings. Refinancing activities repurchase of 2029 1L Notes and 2031 Notes. On July 21, 2026, we repurchased, in a privately negotiated transaction, $100 million aggregate principal amount of our 2029 IL Notes and $20 million aggregate principal amount of our 2031 Notes, in each case, at a purchase price of par plus accrued and unpaid interest on the respective notes to the date of repurchase. The repurchase was funded using available liquidity, including cash on hand and borrowings under our existing revolving credit facility. Termination of Defined Benefit Pension Plans. During the second quarter of 2026, the Board of Directors of the Company approved the termination of the Gray Media, Inc. Retirement Plan (the “Pension Plan”). Participants were notified in July 2026 and the Pension Plan will be terminated effective October 1, 2026, subject to regulatory approval. The Company expects to settle its obligations under the Pension Plan through voluntary lump sum offers and the purchase of a group annuity contract from an insurance company in 2028, after which time the insurance company will be responsible for all participant benefit payments. The Company is currently evaluating the financial impact of the termination of the Pension Plan, including the expected settlement charge to be recognized upon settlement of the Pension Plan’s obligations. Debt Repurchase Authorization. On August 6, 2026, our Board of Directors authorized us to use up to $250 million of available liquidity to repurchase our outstanding indebtedness through December 31, 2027, replacing our prior authorization that expired on December 31, 2025. The extent of such repurchases, including the amount and timing of any repurchases, will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. This repurchase program does not require us to repurchase a minimum amount of debt, and it may be modified, suspended or terminated at any time without prior notice. 27