Business Description

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. 3 Our operating revenues are derived primarily from broadcast and digital advertising and from retransmission consent fees. For the years ended December 31, 2025, 2024 and 2023 our total revenue was $3.1 billion, $3.6 billion and $3.3 billion, respectively. Markets and Stations We believe a key driver for our strong market position is our focus on strong local news and information programming. We believe that our market position and our strong local teams have enabled us to maintain more stable revenues compared to many of our peers. We are diversified across our markets and network affiliations. In both 2025 and 2024, our largest market, by revenue, was Phoenix, Arizona, which contributed 5% of our total revenue. Our top 10 markets by revenue contributed approximately 25% and 26% of our total revenue in the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, our CBS-affiliated channels accounted for approximately 37% of total revenue; our NBC-affiliated channels accounted for approximately 27% of total revenue; our FOX-affiliated channels accounted for approximately 14% of total revenue; and our ABC-affiliated channels accounted for approximately 11% of total revenue. We refer to CBS, NBC, ABC and FOX as the “Big Four” networks. In each of our markets other than Atlanta, we own and operate at least one television station broadcasting a primary channel affiliated with one of the Big Four networks. Effective August 16, 2025, our Atlanta station, WANF, ceased its affiliation with the CBS Network and began operations as an independent television station. We also own additional stations in some markets, some of which also broadcast primary channels affiliated with one of the Big Four networks. Nearly all of our stations broadcast secondary digital channels that are affiliated with various networks or are independent of any network. The terms of our affiliations with broadcast networks are governed by network affiliation agreements. Each network affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network. Our network affiliation agreements with the Big Four broadcast networks currently expire at various dates from mid-2027 through December 31, 2028. Television Industry Background The Federal Communications Commission (“FCC”) grants broadcast licenses to television stations. There are only a limited number of broadcast licenses available in any one geographic area. Each commercial television station in the US is assigned to one of 210 designated market areas (“DMAs”). These markets are ranked in size according to their number of television households, with the market having the largest number of television households ranked number one (New York City). Each DMA is an exclusive geographic area consisting of all counties (and in some cases, portions of counties) in which the home-market commercial television stations receive the greatest percentage of total viewing hours. Television station revenue is derived primarily from local, regional and national advertising revenue, including digital advertising revenue (together, but excluding political advertising revenue, “Core”), and retransmission consent fees.…