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Good day, everyone, and thank you for joining us for the Gray Media, Inc. Q4 2025 Earnings Release Call. To signal for a question, please press star followed by the digit one on your telephone keypad. Also, today's meeting is being recorded. I am pleased to turn the floor over to Chairman and CEO, Hilton Hatchett Howell, for opening remarks and introductions. Welcome, sir.

Thank you, operator. Good morning, everyone. As the operator mentioned, this is Hilton Hatchett Howell. I am Chairman and CEO of Gray Media, Inc., and I want to thank all of you for joining our fourth quarter 2025 earnings call. As usual, all of our executive officers are here with me in Atlanta: Donald Patrick LaPlatney, our President and Co-CEO; Sandy Breland, our Chief Operating Officer; Kevin P. Latek, our Chief Legal and Development Officer; and Jeffrey R. Gignac, our Chief Financial Officer. And joining us for the first time is Alan Steven Gould, our newly appointed Vice President of Investor Relations, who many of you know from his prior role as a sell-side analyst. Alan joined us in December, and we are thrilled to have him on board. We will begin with a disclaimer that Alan will provide. We believe his insights will help us better engage with investors at a time when much is changing in our business.

Thank you, Hilton. Good morning, everyone. I want to say how thrilled I am to join Gray Media, Inc. and work with this outstanding team. After many years as a sell-side analyst covering the media industry, I have tremendous respect for what Gray Media, Inc. has built and the strategic direction Hilton and the team are charting. Today, we filed with the SEC our Form 8-K, our fourth quarter earnings release, and updated slides. Later today, we will file with the SEC our annual report on Form 10-K. Net retransmission revenue and certain leverage ratios are among the non-GAAP metrics we may reference. These metrics are not meant to replace GAAP measurements but are provided as supplements to assist the public in its analysis and valuation of our company. Further discussions and reconciliations of the company's non-GAAP financial measures to comparable GAAP financial measures can be found on our website. All statements and comments made by management during this conference call, other than statements of historical facts, should be deemed forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties. Actual results in the future could differ from those described in the forward-looking statements as a result of various important factors that are contained in our most recent filings with the SEC. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. I now return the call to Hilton.

Thank you, Alan. Today, we are very pleased to announce that our results for 2025 compared very favorably to our previously issued guidance for both revenues and expenses. Total revenue in 2025 was $792 million, above the high end of our guidance for the quarter. Total operating expenses before depreciation, amortization, impairment, and gain or loss on disposal of assets in the fourth quarter were $618 million, which was $5 million below the low end of our guidance. Notably, within these results, our broadcasting expenses actually declined as compared to fourth quarter 2024. On a full-year basis, broadcasting expenses declined by $78 million, or about 3%, in 2025 as compared to 2024. Net loss attributable to common stockholders was $23 million in 2025. Adjusted EBITDA was $179 million in 2025. Political advertising revenue of $12 million finished above our expectations for an off-cycle period. There is one particular item I would like to highlight from our fourth quarter financial results: our net retransmission revenue, which is our retransmission revenue less our network affiliation fees, returned to growth in 2025 as compared to 2024. You have heard us talk in prior quarters about the need to create a more sustainable model in light of subscriber trends. Returning to growth in net retrans is a clear sign of progress on this multiyear effort. On a full-year basis, our net retransmission revenue stabilized at $547 million in 2025, similar to 2024. In addition to these operating results, we have now completed our recently announced acquisition of WBBJ-TV in Jackson, Tennessee from Vaheckel for $25 million. We are continuing to work towards regulatory approvals and expect to close our other announced transactions in the next several months. We also continue to make progress in strengthening our balance sheet during 2025. We opportunistically issued a $250 million add-on to our second lien notes through a private placement. Now I will let Jeff provide additional details on that opportunistic transaction. We are entering 2026 poised to close our delevering M&A transactions, and we expect to both reduce our debt and leverage ratio through what we believe will be a fantastic 2026 political cycle for Gray Media, Inc. Our newscasts continued to attract engaged local audiences in 2025, we continue to enhance our local content offerings and have won prestigious journalistic honors, including a total of 10 national Edward R. Murrow Awards, the most of any media company in the United States. This honor underscores the culture of journalistic excellence that is across our company. We have added a number of local and regional live sports broadcasts throughout our portfolio. InvestigateTV premiered its third season in September and also launched a multiplatform project to educate viewers about AI. Yesterday, we announced a new program called Aging Untold that will launch across our footprint next week. This new series features a panel of experienced industry professionals offering insight and solutions for people entering a new chapter of life as well as their families and caregivers. We believe the program addresses the most important lifestyle topics that nearly everyone faces now or will soon face, and yet no one is really covering in-depth. We have also continued to renew and expand our local professional sports portfolio. And another example, just yesterday, we reached an agreement to broadcast an additional five A’s baseball games and will now broadcast 20 A’s games in Las Vegas. Meanwhile, our digital team is now very busily rolling out the transition of all of our digital apps and websites to the Quick Play platform powered by Google Cloud. This personalized streaming platform will revolutionize how our viewers find and connect with our content, and we are honored and excited to be Google’s first broadcast partner for Quick Play. In December, we renewed our affiliation agreement covering our 54 NBC markets for three additional years. Earlier this month, we renewed and expanded our Telemundo portfolio to include 47 markets, reaching 1,600,000 Spanish-speaking households. This was good timing with NBC hosting a very successful Super Bowl and the Winter Olympics, and the NBA All-Star events all this month, and with Telemundo providing the only Spanish-language broadcast for both the Super Bowl and this summer’s FIFA World Cup. Finally, we are continuing our efforts to bring in the right development partners to further monetize our investment at Assembly Atlanta. Our net capital investment in Assembly in 2025 was essentially zero. But we expect to have more announcements about the next phase of development as we move through 2026. One additional issue I would like to add is that we have struck a deal with Intense Tennis that will begin actually competing in June, and we will be carrying it here locally in Atlanta and on our Peachtree Sports broadcasting network. 2025 was a pivotal year for Gray Media, Inc. We are excited about entering 2026 on a firm foundation that will lead to enhanced value for all our stakeholders. At this time, I will turn the call over to Pat to address our operations.

Thank you, Hilton. Fourth quarter core advertising revenue started strong in October, which was up low double digits versus a comp from 2024 that included significant political displacement, including financial, health, and home improvement. Finished the quarter slightly above the high end of our guidance, up 3% compared to 2024. In terms of our core advertising categories, we saw continued strength in services; legal again showed strong growth in Q4, and that trend continues as we look ahead to our guidance for 2026. There was also a nice pickup in gaming and lottery/gambling in the fourth quarter that is also reflected in our Q1 2026 guidance. Automotive finished fourth quarter down low single digits. Recall that in 2025, we were down 8% primarily on tariff uncertainty. For the full year, core finished down 3%. And it is encouraging that 2025 finished in positive territory versus the second half 2024. And our new local direct business continued to grow low single digits over the same period in 2024. Digital continued its healthy growth in the fourth quarter, up low double digits. Our sales teams continue to perform admirably in a challenging environment. Political ad revenue exceeded our expectations in fourth quarter 2025. Our guide for 2025 was $7 million to $8 million and our actual results came in at $12 million. Once again, we saw some revenue from issue advertisers supporting the President’s legislative priorities. We also saw good results in Virginia from the 2025 state governor and attorney general races. Our first quarter 2026 guidance is for core ad revenue to be approximately flat with 2025. Super Bowl generated $11 million on our 54 NBC affiliates and 47 Telemundo affiliates in 2026, compared to $9 million on our FOX affiliates in 2025. We will also benefit from the Winter Olympics on NBC in 2026, and 47 Telemundo affiliates in 2026. We are excited about the upcoming midterm election season. Across categories in the first quarter, as I mentioned before, legal services and lottery/gaming are bright spots. We are also seeing signs of improvement in auto, which is currently flattish. We estimate that our net revenue from the Games will contribute $15 million in the quarter versus $8 million during the 2022 Games. Our first quarter 2026 guidance for political is to be $25 million to $30 million, which compares to $26 million in 2022, which is a comparable period for the 2026 midterm elections. The map in 2026 looks to be very favorable for our TV station footprint, with all 10 competitive Senate races, nearly all of the 13 competitive gubernatorial races, and countless other competitive races in markets where we operate top-ranked local news stations. Jeff will now address the key financial developments.

Thanks, Pat. As Hilton mentioned earlier, we made further progress on our balance sheet during the fourth quarter. We completed a $250 million add-on to our 9.58% second lien notes at 102 and used a portion of the proceeds to call $125 million of our 10.5% first lien notes at 103. We finished fourth quarter with over $1.1 billion in liquidity and $232 million in availability under our open market debt repurchase authorization while also reducing our interest cost. Our leverage metrics at year-end 2025 were 2.43 times first lien leverage ratio, 3.65 times secured leverage ratio, and 5.8 times total leverage ratio, each using the calculation in our senior credit agreement. We expect that our delevering M&A transactions together with political revenue in 2026 will help us make significant progress on our leverage during 2026. Our expense reductions are once again reflected in our results. In 2025, our broadcasting station operating expenses, excluding network affiliation fees, were down $10 million, or 3%, compared to fourth quarter 2024. Let me elaborate a little bit more on net retrans as this is important to understanding our financial picture. Hilton mentioned the return to growth in fourth quarter 2025 versus fourth quarter 2024. In fourth quarter, our network affiliation expenses declined by 13%, while our retransmission consent revenue declined by 7% versus fourth quarter 2024. Remember, the WANF moving to an independent station affected both the revenue and expense sides of the net retransmission equation starting in third quarter 2025. That also means that our results are not comparable to our peers when you look at these numbers in isolation. Fourth quarter 2025 is the first quarter where the full impact of that change is reflected in our results. Our fourth quarter guide was for a slight decline in net retransmission revenue, but we ended up with growth in net retrans of about $4 million, which is largely attributable to better-than-expected subscriber trends. For the full year, net retransmission revenue finished at $547 million in 2025 versus $550 million in 2024, which is essentially flat. Our first quarter guide of $148 million to $156 million indicates that we expect continued modest growth in net retransmission revenue. And without giving a full-year guide, our current expectation is that net retransmission revenue will grow slightly for full year 2026 as compared to 2025. You will also notice that we are guiding Q1 broadcasting expenses to be down 3% at the midpoint versus 2025. This would be a similar decline to full year 2025, but less than the 7% year-over-year decline reported in fourth quarter 2025, which is primarily due to the timing of certain annual expenses as well as normal inflationary adjustments at year-end. We finished 2025 at $74 million of capital expenditures excluding Assembly Atlanta, which is in line with our revised guidance. Net of reimbursements related to public infrastructure at Assembly Atlanta, our net capital investment in Assembly Atlanta during 2025 was $1 million. We currently estimate that our 2026 company-wide CapEx will be approximately $140 million as we take advantage of bonus depreciation during political years. For some context, we have historically invested about $25 million more during political years. For 2026, the increase will be a little more than usual. We will also have several building-related construction projects within the TV business that we intentionally scheduled to coincide with our stronger cash position this year. This concludes my prepared remarks, and I will return the call back to Hilton.

Thank you, Jeff. And now, operator, we will open up the call to any questions that anyone may have.

Thank you, gentlemen. And to our audience listening today, a reminder that it is star and one on your telephone keypad if you would like to join today’s question queue. Reminder also, if you are joining today on a speakerphone, initially we ask that you limit yourselves to one question and one follow-up. And then if you have additional, you are invited to resignal using star and one. We will hear first today from the line of Daniel Louis Kurnos at Benchmark.

Great. Thanks. Good morning. Nice results, guys. Outside of Nexstar, I mean, we will see a lot of moving pieces there. But if it does get done, Nexstar after the tweet seems pretty confident they are going to get their deal done by the end of the second quarter. If Hilton, just first for you, I have been asking everybody this. Does that change the way that you guys think as assets become available? It takes some of the risk off the table. The change had you guys maybe approach anything either larger, more transformative in addition to all of the accretive stuff you have already done? And then, Jeff, just a quick one for you. Appreciate the color on net. I know there is going to be timing delta with when you guys have renewals, but is modest growth in net retrans the right way to think about the trajectory from here on out with just some lumpiness in years when you do not have renewals? Thank you.

I will tackle the question for me first. So, yes, Dan. We have talked about the multiyear effort to get to a sustainable model on the net retrans side, which would start to look maybe more like inflationary growth type of arrangement. So that is what we are—that is, I think, the right way to think about that.

I am happy about it. I can reiterate Nexstar’s optimism about our own transactions. We have five different transactions before the FCC and the DOJ, and we are very optimistic about getting that closed, hopefully, very early in 2026. And then with regard to, you know, if Nexstar-TEGNA closes, sure, that will present a number of issues competitively. And it may put a little impetus on our company to get larger. But that is something that the whole industry is just going to have to take a look at. I wish Nexstar all the best. They, like we, believe that consolidation is important for the industry because it is critically important that we maintain local news in all of the markets, all the 210 markets across the United States. And as our industry faces broader competition from the massive companies, from Google to Meta to all the rest, getting larger is an absolute requirement. So, you know, we are delighted that they are optimistic, and I am personally looking forward to clarity in terms of what the rules are because you hate to launch a deal and then not be able to get it to completion. But we have got new optimism on that potential.

Great. Thanks, Hilton. Thanks, Jeff. We will move forward to the line of Steven Lee Cahall at Wells Fargo.

Thanks. So a couple of questions pertaining to leverage. So, you know, Jeff, you said significant progress to leverage in 2026. I think the M&A deals you have announced are about a quarter turn of deleveraging. I think about something that sort of rounds to four times as, like, what significant progress means and if it maybe could get you towards that

Steven, we are not going to talk about private conversations. We have consistently said that we are—we will look at any transaction that we think makes sense for us and whoever the partner is. From the announced M&A, yes, about a quarter turn. If you could tell me exactly what the political number is going to be this year, I could give you a pretty good direction on exactly where we will land. But when I say progress, we have been pretty clear in our actions about what we are doing on the leverage side: managing the top of the capital structure, making sure we are proactive in having the runway that we need. We know the longer-term objective is to get back towards that four times. So now we have this political cycle plus the next one before our next maturity. We will continue to be judicious in lowering the quantum of debt outstanding and proactively addressing maturities as we have in the past. And then, so that is another avenue to help us accelerate that deleveraging.

And if I could squeeze in a quick follow-on, I certainly get the constructive direction of net retrans. Just to help us understand since WANF is in there right now, would it look even better if the WANF noise was not in there in 2026?

Look, WANF is in there, so I cannot speculate about what it would look like if it were not. It was all part of a broader negotiation, and you are seeing the results of not just that but a whole bunch of other negotiations that are out there and, importantly, the improving subscriber trends. So it is hundreds of contracts, like we have talked about, that all result in the number. And part of the reason we went to giving that number is both the gross retransmission revenue and the network costs create a lot of noise for us relative to peers. But the point here is that our net is getting back to growth, which is critically important. Part of what we have been doing is chasing the denominator because of the drag from net retrans. So that is also why we are pointing people to that, because that will also help us as the denominator flattens out and hopefully returns to growing here in the not-too-distant future. All of that will help us get to a better spot from a leverage point of view.

Our next question today comes from the line of Aaron Watts at Deutsche Bank.

Hi, everyone. Thanks for having me on. I had two questions, if I may. The first on advertising. Can you just talk a bit more about the health of the core ad backdrop? Based on what you are seeing so far in the year, what optimism do you have that core ad can grow as you move through 2026, acknowledging your first quarter guide and the robust political that is going to roll through?

Yeah. So look, Aaron, it is Pat LaPlatney. I think given the large expected political, looking for growth in this kind of year can be challenging. And in Q1, we are calling it flat. Obviously, we have a lot of NBC affiliates. The month of February for us has been pretty strong with the Olympics and the Super Bowl. You have to remember that we also have non-NBC affiliates too. It is helpful. We are optimistic about the market, but we have to be fully aware that political is going to get really, really heavy once you get into August, September. And so that is going to impact the core numbers.

Okay. That makes sense. And then if I could just ask one more: The potential for the NFL to reassess its TV rights this year has raised some concerns around economics and also potential dilution of content to digital platforms. Do you still view this potential renegotiation as an overall positive for the space and for Gray Media, Inc.? And I guess specifically on the side, you just renewed your affiliation agreement with NBC, who is in the midst of their first season with the NBA. Any learnings from that renewal that can be informative of how sports rights price increases absorbed by the networks might trickle down to the local affiliates? Like yourselves.

You know, in general, extending the NFL contracts is a big, big positive for the industry. The NFL is a huge driver of audience for our TV stations. Keeping the NFL on broadcast is critical, and we fully believe that will happen. There is a lot of speculation out there—speculation around the platforms coming in, picking up a package. I am not going to comment on the NBC–NBA deal or anything else that is out there. It is a negotiation at the end of the day. I mean, there is going to be dialogue around how sports rights work their way through the ecosystem like they always do. I am not sure you can compare one directly to another, but net-net, keeping marquee sports on broadcast remains a positive for affiliates and viewers.

Thanks. Craig Huber with Huber Research Partners, your line is open for our next question.

Great. Thank you. Just a housekeeping question. You said a few times here that your subscriber trends for retrans have improved. Can you just quantify that for us? I mean, how much better was the year-over-year that impacted your revenues in the fourth quarter versus how it was trending a year before? How much better is it, please?

Hi, Craig. This is Kevin. We have not disclosed subscriber numbers, I think, ever. What we have said is our trends are similar to what is reported publicly for the ATV industry, given that we are fairly well dispersed from large markets to small markets. There are still declines overall in our ATV subs, but the rate of decline has slowed. We are seeing some improvement in the traditional MVPDs. There are still increases in virtual MVPDs. The net result is that there is still a rate of decline, but the rate of decline has slowed.

And I am not sure any other companies are providing much more clarity than that. So we are not going to provide more detail on that, and I do not think any of our peers are either. We pretty well disperse with the U.S. population. We have markets from Atlanta, Georgia to North Platte, Nebraska. So we are similarly situated to the broader ecosystem.

Okay. And then the second question on Atlanta Assembly, just update us, if you would, then as I typically like to ask you: How much money have you put into it on a net basis so far? The overall net cost of that project, and how much further out do you think until you will start to get a real proper return off that in terms of leasing out the space, etcetera, that you will be happy with versus that overall cost. Much further out is that that you think at this stage?

This is Hilton. We actually will have a number of transactions that we will likely be announcing through the course of 2026 that are not producing, you know, that we purchased when we bought the General Motors plant. And right now, we have got 80 plus or minus acres. And we have got a lot of potential joint ventures that will be opening up there soon, and we will be announcing. But right now, we cannot say too much about that one way or another.

To answer the other part of your question, Craig, it is around $630 million as of 2025, net of all of the reimbursements that we received through the end of the year.

That is a net number, right?

Net of reimbursements, yes.

Okay. Great. Thank you. I do have a follow-up. On the AI front, can you just give us some examples of how AI is helping you from a cost efficiency standpoint? Speed of what you guys provide on your services—news, advertising, etcetera. What is the benefit of AI so far? What are the examples that you are most excited about that you are implementing? And if it is not replacing human beings, how would you categorize that? I assume it is too hard to figure out how much potential cost savings it may have at this stage on an annual basis?

We are seeing benefits really across the company. We unveiled our own app, Gray AI—sort of our own ChatGPT, if you will—and we are really finding it allows us to be much more efficient for time-consuming tasks, things that can be automated. For journalists, for example, it can help in converting a broadcast story to a story that will air on or run on other platforms. So things that previously would take hours can literally be done in a matter of minutes, allowing our journalists to spend more time on their important work of reporting and enterprise reporting. One thing to note, though, is that our internal policy is any final product is signed off on by a human. That is really important to us. But it certainly has allowed us to be much more efficient. And even in things like sales—prospecting, for example—the opportunities there allow us to really focus on the important core work and free up time for that work. It is a little early to quantify annualized cost savings. Quite honestly, we have really been using it to make us more efficient, more productive, and more responsive to our communities.

Listen. The way we are using Gray AI across the company is like having a thousand extra interns that we are not paying for. There are a lot of mechanical tasks like building a sales pitch or converting a story for the web or building and adding information to databases that people do that takes away from their creative energies. And if we could offload that to an intern—or a thousand interns—we would do that. And just like our intern policy, everything gets reviewed by a Gray employee before it becomes final. So if you want to talk expense savings, it is like saving the cost of a thousand interns. It is making us more productive, but we are thinking about this as efficiency to provide better, faster, more, and not about saving money. But it is one way to quantify a cost—it is like saving the money on a thousand interns.

And we thank each of our audience members who shared their questions and comments today. Mr. Howell, I am happy to turn the floor back to you, sir, for any additional or closing remarks that you have got.

Thank you. So in closing, our fourth quarter was very busy, and we accomplished numerous objectives like the rest of 2025, and that will have long-term benefits for our company. We will continue to take actions to enhance our value for advertisers, our investors, and for the communities we serve. We thank everyone for joining the call today, and we look forward to our Q1 call coming up soon. Thank you.