GRAY MEDIA, INC 8-K

What Happened

• On March 31, 2026, Gray Media, Inc. announced a Sixth Amendment to its Fifth Amended and Restated Credit Agreement (the "Senior Credit Facility") with Wells Fargo as administrative agent and other lenders. The amendment amended and restated the facility in full but did not change the revolver commitments, the principal amounts of the term loans, or stated maturities. No new borrowings were made in connection with the amendment.
• The company has prepaid required quarterly principal reductions for the Term D loan ($3.75 million) and the Term F loan ($1.25 million) in advance and provided notice that it intends to repay the remaining $10.0 million outstanding principal on the Term F loan in full on April 2, 2026. The Senior Credit Facility remains secured by substantially all assets of the company and its wholly-owned subsidiaries (other than certain excluded subsidiaries and real estate).

Key Details

• Date of amendment: March 31, 2026. Planned Term F repayment: April 2, 2026 (remaining $10.0M).
• Revolving Credit Facility interest: company’s choice of Term SOFR + margin (1.75%–2.75%) or Base Rate + margin (0.75%–1.75%), with a commitment fee on unused revolver capacity of 0.250%–0.400% per annum (both ranges depend on leverage).
• Term Loans interest: Term D — Term SOFR + 3.00% (plus small credit spread adjustments by tenor) or Base Rate + 2.00%; Term F — Term SOFR + 5.25% or Base Rate + 4.25%.
• The facility contains customary affirmative and restrictive covenants, including limits on additional indebtedness, liens, asset sales, investments/acquisitions, dividends/share repurchases, mergers/fundamental changes, and a first-lien net leverage ratio condition when certain revolver usage/letters of credit thresholds are met.

Why It Matters

• The amendment preserves the company’s existing credit commitments and maturities while restating the facility terms—so there is no new borrowing or extended maturities disclosed. For investors, the announced full repayment of the remaining $10M Term F loan (and prior prepaid principal reductions) reduces outstanding term debt and alters near-term cash flow requirements in a concrete, disclosed way.
• The Senior Credit Facility remains secured and contains standard covenants that can constrain dividends, share buybacks and new debt, which may affect capital allocation decisions. The filing also notes that Wells Fargo and other lenders/affiliates have provided and may provide other services to the company (a common disclosure about lender relationships).