What the changes say
- Gray Media's risk profile centers heavily on broadcast regulatory compliance, television station acquisitions, and advertising revenue concentration.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
In addition, as we operate in a highly regulated industry, we could be subject to litigation, government investigations and enforcement actions on a variety of matters, the result of which could limit our acquisition strategy
Operating in a highly regulated industry exposes us to investigations and litigation that could limit our acquisition strategy.
- NewRisks Related to Regulatory Matters
The FCC’s Two-Station Limit generally prohibits us from acquiring an “attributable interest” in more than two television stations that are located in the same market if the stations’ NLSCs overlap
While a court vacated parts of the FCC's Two-Station Limit in 2025, pending rulemakings create ongoing uncertainty regarding same-market station acquisitions.
Dropped
- DroppedOther Financial Risks
Our defined benefit pension plan obligations are currently funded, however, if certain factors worsen, we may have to make significant cash payments, which could reduce the cash available for our business
- DroppedRisks Related to Regulatory Matters
The FCC’s ownership rules generally prohibit us from acquiring an “attributable interest” in two television stations that are located in the same market unless at least one of the stations is not ranked among the top-four stations in the market (the “top-four” prohibition)
Reworded
- 73% rewrittenRisks Related to Our Business
We intend to continue to evaluate growth opportunities through strategic acquisitions, and there are significant risks associated with an acquisition strategy
Slightly streamlined language regarding strategic acquisition conditions and regulatory requirements.
- 71% rewrittenRisks Related to Our Indebtedness
Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly
Removed mention of $1.9 billion interest rate caps used to partially mitigate variable interest rate risk.
- 66% rewrittenRisks Related to Our Business
Our dependence upon a limited number of advertising categories could adversely affect our business
Updated core advertising revenue figures, noting the services sector accounted for 26% in 2025 compared to 23% in 2024.
- 62% rewrittenRisks Related to Our Business
Our ability to successfully negotiate future retransmission consent agreements may be hindered by potential legislative or regulatory changes to the framework under which these agreements are negotiated
Replaced STELAR Reauthorization Act details with specific references to the TVPA of 2019.
- 58% rewrittenRisks Related to Regulatory Matters
The FCC can sanction us for programming broadcast on our stations that it finds to be indecent
Added a sentence highlighting that FCC local ownership restrictions limit multi-station ownership within the same market.
- 57% rewrittenRisks Related to Our Business
potential changes in the regulatory approval process that may materially increase costs, or materially delay our ability, to consummate any proposed acquisitions
Minor grammatical edits regarding acquisition integration and realization of expected benefits.
Was: potential changes in the regulatory approval process that may make it materially more expensive, or materially delay our ability, to consummate any proposed acquisitions
- 52% rewrittenRisks Related to Our Business
Uncertain financial, economic and political conditions may have an adverse impact on our business, results of operations or financial condition
Added potential impacts from trade restrictions and tariffs related to governmental policies.
Was: Uncertain financial and economic conditions may have an adverse impact on our business, results of operations or financial condition
- 41% rewrittenRisks Related to Our Business
We may fail to realize any benefits and incur unanticipated losses related to any acquisition
Minor phrasing updates regarding the operational integration of acquired businesses and assets.
- 36% rewrittenRisks Related to Our Business
We may be unable to maintain or increase our digital advertising revenue, which could have a material adverse effect on our business and operating results
- 35% rewrittenRisks Related to Our Business
We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs
- 33% rewrittenRisks Related to Our Indebtedness
We have substantial debt and have the ability to incur significant additional debt. The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations
- 26% rewrittenOther Financial Risks
As of December 31, 2025, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.4 billion
Was: As of December 31, 2024, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.5 billion
- 25% rewrittenRisks Related to Our Business
Increased cybersecurity threats, attacks, and cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer
- 24% rewrittenRisks Related to Our Business
We are also dependent upon our retransmission consent agreements with MVPDs, and we cannot predict the outcome of potential regulatory changes to the retransmission consent regime
- 23% rewrittenRisks Related to the Ownership of Our Equity Securities
operating and stock performance of the companies that investors may consider to be comparable
- 22% rewrittenRisks Related to Our Business
other factors beyond our control
- 21% rewrittenRisks Related to Our Business
The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control
All 32 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control21% rewritten
- 02other factors beyond our control22% rewritten
- 03Uncertain financial, economic and political conditions may have an adverse impact on our business, results of operations or financial condition52% rewritten
- 04Our dependence upon a limited number of advertising categories could adversely affect our business66% rewritten
- 05We intend to continue to evaluate growth opportunities through strategic acquisitions, and there are significant risks associated with an acquisition strategy73% rewritten
- 06In addition, as we operate in a highly regulated industry, we could be subject to litigation, government investigations and enforcement actions on a variety of matters, the result of which could limit our acquisition strategyNew
- 07potential changes in the regulatory approval process that may materially increase costs, or materially delay our ability, to consummate any proposed acquisitions57% rewritten
- 08We may fail to realize any benefits and incur unanticipated losses related to any acquisition41% rewritten
- 09We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs35% rewritten
- 10We are also dependent upon our retransmission consent agreements with MVPDs, and we cannot predict the outcome of potential regulatory changes to the retransmission consent regime24% rewritten
- 11Our ability to successfully negotiate future retransmission consent agreements may be hindered by potential legislative or regulatory changes to the framework under which these agreements are negotiated62% rewritten
- 12We may be unable to maintain or increase our digital advertising revenue, which could have a material adverse effect on our business and operating results36% rewritten
- 13Increased cybersecurity threats, attacks, and cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer25% rewritten
Risks Related to Our Indebtedness
- 14We have substantial debt and have the ability to incur significant additional debt. The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations33% rewritten
- 15make it more difficult for us to satisfy our financial obligations
- 16The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions
- 17The Existing Indentures and our Senior Credit Agreement require us to comply with certain financial ratios or other covenants; our failure to do so would result in a default thereunder, which would have a material adverse effect on us
- 18Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly71% rewritten
Other Financial Risks
- 19As of December 31, 2025, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.4 billion26% rewritten
- 20We are a holding company with no material independent assets or operations and we depend on our subsidiaries for cash
Risks Related to the Ownership of Our Equity Securities
- 21The price and trading volume of our equity securities may be volatile
- 22operating and stock performance of the companies that investors may consider to be comparable23% rewritten
- 23We currently pay cash dividends on our common stock and Class A common stock but this is subject to approval by our Board each quarter. To the extent a potential investor ascribes value to a dividend-paying stock, the value of our stock may be correspondingly affected
- 24Anti-takeover provisions contained in our Restated Articles of Incorporation (“Articles”) and our Bylaws, as amended (“Bylaws”), as well as provisions of Georgia law, could impair a takeover attempt
- 25We have the ability to issue additional preferred stock, which could affect the rights of holders of our common stock and Class A common stock
- 26Holders of our Class A common stock have the right to 10 votes per share on all matters to be voted on by our stockholders and, consequently, the ability to exert significant influence over us
- 27Certain stockholders or groups of stockholders have the ability to exert significant influence over us
Risks Related to Regulatory Matters
- 28Federal broadcasting industry regulations limit our operating flexibility
- 29The FCC can sanction us for programming broadcast on our stations that it finds to be indecent58% rewritten
- 30The FCC’s Two-Station Limit generally prohibits us from acquiring an “attributable interest” in more than two television stations that are located in the same market if the stations’ NLSCs overlapNew
- 31The FCC’s National Television Station Ownership Rule limits the maximum number of households we can reach
- 32The Company is subject to governmental oversight regarding compliance with antitrust law as well as related civil litigation
Other Gray Media 10-Ks
- FY2024 10-K risk factors32 risks
Advertising revenue seasonality and cyclicality dominate operational risks.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.