What changed in Mediaco Holding Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Mediaco Holding Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+249 added−192 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-15)
Top changes in Mediaco Holding Inc.'s 2025 10-K
249 paragraphs added · 192 removed · 129 edited across 6 sections
- Item 7. Management's Discussion & Analysis+120 / −85 · 52 edited
- Item 1. Business+59 / −53 · 39 edited
- Item 1A. Risk Factors+58 / −41 · 33 edited
- Item 1C. Cybersecurity+9 / −10 · 2 edited
- Item 5. Market for Registrant's Common Equity+2 / −2 · 2 edited
Item 1. Business
Business — how the company describes what it does
39 edited+20 added−14 removed100 unchanged
Item 1. Business
Business — how the company describes what it does
39 edited+20 added−14 removed100 unchanged
2024 filing
2025 filing
Biggest changeThe following table sets forth our current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of all owned stations as of December 31, 2024: Radio Market Stations City of License Frequency Expiration Date of License FCC Class New York, NY WQHT(FM) New York, NY 97.1 June 2030 B WBLS(FM) New York, NY 107.5 June 2030 B The following table sets forth the current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of stations proposed to be acquired by the Company pursuant to a notice of exercise of option dated December 17, 2024.
Biggest changeThe following table sets forth our current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of all owned stations as of December 31, 2025: 10 Table of Contents Radio Market Stations City of License Frequency Expiration Date of License FCC Class New York, NY WQHT(FM) New York, NY 97.1 June 2030 B WBLS(FM) New York, NY 107.5 June 2030 B Los Angeles, CA KEBN(FM) Garden Grove, CA 94.3 December 2029 A KBUE(FM) Long Beach, CA 105.5 December 2029 A KBUA(FM) San Fernando, CA 94.3 December 2029 A KVNR(AM) Santa Ana, CA 1,480.0 December 2029 B Dallas-Ft.
Our content faces competition from major networks as well as networks that create specialty programming for demographically similar audiences. Factors that are material to the competitive position of content include its quality and cultural relevance and the breadth of its availability. We invest in award-winning entertainment and news programming and sports, music, and lifestyle content in order to stay competitive.
Our content faces competition from major networks as well as networks that create specialty programming for demographically similar audiences. Factors that are material to the competitive position of content include its quality and cultural relevance and the breadth of its availability. We invest in award-winning entertainment, news programming, sports, music, and lifestyle content in order to stay competitive.
(6) Station simulcast with KTJM(FM) 6 Table of Contents TELEVISION MARKETS AND STATIONS As of December 31, 2024, our Video Segment owned, operated or provided program, sales, and/or other services to these television stations, all with the EstrellaTV network affiliation, in the following markets: MARKET MARKET RANK BY DMA (1) NUMBER OF MARKET CHANNELS STATIONS New York, NY 1 36 WASA Los Angeles, CA 2 45 KRCA Chicago, IL 3 30 WESV Houston, TX 6 31 KZJL Denver, CO 17 23 KETD Miami, FL 18 32 WGEN, WGEN-LD, WVFW, W12DI (1) “Market Rank by DMA” is the ranking of the television market universe estimates for the various designated market areas served by our stations among all television markets in the United States.
(6) Station simulcast with KTJM(FM) 6 Table of Contents TELEVISION MARKETS AND STATIONS As of December 31, 2025, our Video Segment owned, operated or provided program, sales, and/or other services to these television stations, all with the EstrellaTV network affiliation, in the following markets: MARKET MARKET RANK BY DMA (1) NUMBER OF MARKET CHANNELS STATIONS New York, NY 1 36 WASA Los Angeles, CA 2 45 KRCA Chicago, IL 3 30 WESV Houston, TX 6 31 KZJL Denver, CO 17 23 KETD Miami, FL 18 32 WGEN, WGEN-LD, WVFW, W12DI (1) “Market Rank by DMA” is the ranking of the television market universe estimates for the various designated market areas served by our stations among all television markets in the United States.
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); 11 Table of Contents • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e. , a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member has not been “insulated” from the media-related activities of the LP or LLC pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other broadcast entity (referred to as the Equity/Debt Plus Rule), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or holds an attributable interest in a same-market broadcast station.
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e. , a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member has not been “insulated” from the media-related activities of the LP or LLC pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other broadcast entity (referred to as the Equity/Debt Plus Rule), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or holds an attributable interest in a same-market broadcast station.
ITEM 1. BUSINESS GENERAL MediaCo Holding Inc. (“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio and digital advertising, premium programming and events.
ITEM 1. BUSINESS GENERAL MediaCo Holding Inc. (“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio, television, digital advertising, premium programming and events.
Such matters include, but are not limited to: • proposals to impose spectrum use or other fees on FCC licensees; • proposals to modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to impose requirements intended to promote broadcasters’ service to their local communities; • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals to modify broadcasters’ public interest obligations; and • proposals, including by states, to limit the tax deductibility of advertising expenses by advertisers, or restrict the nature or types of advertising that may be aired.
Such matters include, but are not limited to: • proposals to impose spectrum use or other fees on FCC licensees; • proposals to modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to impose requirements intended to promote broadcasters’ service to their local communities; 14 Table of Contents • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals to modify broadcasters’ public interest obligations; and • proposals, including by states, to limit the tax deductibility of advertising expenses by advertisers, or restrict the nature or types of advertising that may be aired.
Our assets consist of two radio stations, WQHT(FM) and WBLS(FM), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.
Our assets before the Estrella Acquisition consisted of two radio stations, WQHT(FM) and WBLS(FM), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.
RADIO STATIONS As of December 31, 2024, we owned, operated or provided program, sales, and/or other services to these 13 radio stations, including one AM and 12 FM radio stations. All of our radio stations are located in the United States. No one station is material to our overall operations.
RADIO STATIONS As of December 31, 2025, we owned, operated or provided program, sales, and/or other services to these 13 radio stations, including one AM and 12 FM radio stations. All of our radio stations are located in the United States. No one station is material to our overall operations.
See Note 4 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.
See Note 3 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.
Local Television Ownership : A party may hold an attributable interest in television stations in adjoining markets, even if there is a noise limited service contour overlap between the two stations’ broadcast signals, and generally may hold an attributable interest in two stations in the same market if (i) there is no signal contour overlap between the stations; or (ii) not more than one of the owned stations is among the top-four rated stations in the market ("the Top-Four Prohibition").
Local Television Ownership : A party may hold an attributable interest in television stations in adjoining markets, even if there is a noise limited service contour overlap between the two stations’ broadcast signals, and generally may hold an attributable interest in two stations in the same market if (i) there is no signal contour overlap between the stations; or (ii) not more than one of the owned stations is among the top- 12 Table of Contents four rated stations in the market ("the Top-Four Prohibition").
DMA rankings are from Nielsen’s 2024-2025 Nielsen DMA Ranking. In addition, the Company operates leased television stations in California and Texas. The Company also owns television production facilities that are used to produce programming for its owned and affiliated television stations.
DMA rankings are from Nielsen’s 2025-2026 Nielsen DMA Ranking. In addition, the Company operates leased television stations in California and Texas. The Company also owns television production facilities that are used to produce programming for its owned and affiliated television stations.
We cannot predict whether any proposed changes will be adopted, what other matters might be considered in the future, or what impact, if any, the implementation of such proposals or changes might have on our business. 14 Table of Contents The foregoing is only a brief summary of certain provisions of the Communications Act and of specific FCC regulations.
We cannot predict whether any proposed changes will be adopted, what other matters might be considered in the future, or what impact, if any, the implementation of such proposals or changes might have on our business. The foregoing is only a brief summary of certain provisions of the Communications Act and of specific FCC regulations.
The following table provides the number of owned and operated radio stations by market: 5 Table of Contents STATION AND MARKET MARKET RANK BY DMA (1) FORMAT PRIMARY DEMOGRAPHIC TARGET AGES RANKING IN PRIMARY DEMOGRAPHIC TARGET (2) STATION AUDIENCE SHARE (3) New York, NY 1 WQHT(FM) Rhythmic Contemporary Hit Radio 18-49 11 3.8 WBLS(FM) Urban Adult Contemporary 25-54 8 4.6 Los Angeles, CA 2 KBUE(FM) Regional Mexican 18-49 21 1.8 KBUA(FM) Regional Mexican (4) (4) (4) KEBN(FM) Classic Country (4) (4) (4) KVNR(AM) Vietnamese language (5) (5) (5) Dallas- Ft.
The following table provides the number of owned and operated radio stations by market: 5 Table of Contents STATION AND MARKET MARKET RANK BY DMA (1) FORMAT PRIMARY DEMOGRAPHIC TARGET AGES RANKING IN PRIMARY DEMOGRAPHIC TARGET (2) STATION AUDIENCE SHARE (3) New York, NY 1 WQHT(FM) Rhythmic Contemporary Hit Radio 18-49 4 6.8 WBLS(FM) Urban Adult Contemporary 25-54 10 4.0 Los Angeles, CA 2 KBUE(FM) Regional Mexican 25-54 15 2.5 KBUA(FM) Regional Mexican (4) (4) (4) KEBN(FM) Classic Country (4) (4) (4) KVNR(AM) Vietnamese language (5) (5) (5) Dallas- Ft.
Our strategy is focused on the following operating principles: 4 Table of Contents Develop unique and compelling content and strong brands Our established nationally recognized media brands have achieved and sustained a leading position in their respective local market segments over many years, with each having a strong brand identity that reaches beyond its local footprint.
Our strategy is focused on the following operating principles: Develop unique and compelling content and strong brands Our established nationally recognized media brands have achieved and sustained a leading position in their respective local market segments over many years, with each having a strong brand identity that reaches beyond its local footprint.
Our celebrity talent has broad national and international influence and are integrated into key cultural moments, which help amplify our brands. Provide content in ways that our audiences want to consume it We strive to make our brands available to audiences everywhere that they choose to consume content.
Our 4 Table of Contents celebrity talent has broad national and international influence and are integrated into key cultural moments, which help amplify our brands. Provide content in ways that our audiences want to consume it We strive to make our brands available to audiences everywhere that they choose to consume content.
DMA rankings are from the Spring 2024 Nielsen Audio Radio Market Rankings. (2) “Ranking in Primary Demographic Target” is the ranking of the station within its designated primary demographic target among all radio stations in its market based on the December 2024 Nielsen Audio, Inc. (“Nielsen”) Portable People Meter results.
DMA rankings are from the Fall 2025 Nielsen Audio Radio Market Rankings. (2) “Ranking in Primary Demographic Target” is the ranking of the station within its designated primary demographic target among all radio stations in its market based on the December 2025 Nielsen Audio, Inc. (“Nielsen”) Portable People Meter results.
During the year ended December 31, 2024, approximately 32% of our television advertising revenues were derived from national sales and 68% were derived from local sales. NON-TRADITIONAL REVENUES We are involved with numerous events in the markets in which we operate that support the local community, entertain our audiences, and better connect our listeners with our stations and our advertisers.
During the year ended December 31, 2025, approximately 69% of our television advertising revenues were derived from national sales and 31% were derived from local sales. NON-TRADITIONAL REVENUES We are involved with numerous events in the markets in which we operate that support the local community, entertain our audiences, and better connect our listeners with our stations and our advertisers.
Worth, TX 4 KBOC(FM) Spanish Contemporary Hit 18-49 25 1.7 KZZA(FM) Regional Mexican 25-54 24 1.8 KNOR(FM) Regional Mexican 25-54 26 1.6 Houston- Galveston, TX 6 KQQK(FM) Regional Mexican 18-49 8 4.6 KTJM(FM) Classic Rock 18-49 12 4.2 KNTE(FM) Regional Mexican (6) (6) (6) Riverside- San Bernardino, CA 26 KRQB(FM) Regional Mexican 25-54 8 3.8 (1) “Market Rank by Designated Market Area (“DMA”)” is the ranking of the radio market universe estimates for the various designated market areas served by our stations among all radio markets in the United States.
Worth, TX 4 KBOC(FM) Spanish Contemporary Hit 25-54 27 1.3 KZZA(FM) Regional Mexican 18-49 22 1.7 KNOR(FM) Regional Mexican 25-54 22 1.8 Houston- Galveston, TX 6 KQQK(FM) Regional Mexican 25-54 15 3.2 KTJM(FM) Classic Rock 18-49 10 3.8 KNTE(FM) Regional Mexican (6) (6) (6) Riverside- San Bernardino, CA 28 KRQB(FM) Regional Mexican 25-54 2 15.6 (1) “Market Rank by Designated Market Area (“DMA”)” is the ranking of the radio market universe estimates for the various designated market areas served by our stations among all radio markets in the United States.
We believe an alignment between talent and strategy is key to scaling the business. 8 Table of Contents At December 31, 2024, we had 407 full-time and part-time employees, compared to 116 at December 31, 2023.
We believe an alignment between talent and strategy is key to scaling the business. 8 Table of Contents At December 31, 2025, we had 378 full-time and part-time employees, compared to 407 at December 31, 2024.
We believe that the volume of national advertising revenue tends to adjust to shifts in a station’s audience share position more rapidly than does the volume of local and regional advertising revenue. During the year ended December 31, 2024, approximately 27% of our total spot radio advertising revenues were derived from national sales and 73% were derived from local sales.
We believe that the volume of national advertising revenue tends to adjust to shifts in a station’s audience share position more rapidly than does the volume of local and regional advertising revenue. During the year ended December 31, 2025, approximately 25% of our total spot radio advertising revenues were derived from national sales and 75% were derived from local sales.
See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional information. BUSINESS SEGMENTS We operate in two business segments: Audio (“Audio Segment”) and Video (“Video Segment”). We organize our business segments based on the type of services offered.
BUSINESS SEGMENTS We operate in two business segments: Audio (“Audio Segment”) and Video (“Video Segment”). We organize our business segments based on the type of services offered. See Note 16 — Segment Information in our consolidated financial statements included elsewhere in this report for additional information.
AVAILABLE INFORMATION Our website address is mediacoholding.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (“SEC”).
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (“SEC”).
However, licensees are still required to present programming that is responsive to community problems, needs and interests, and specifically in the case of television stations, to meet the educational and informational needs of children. Stations are also required to maintain certain records demonstrating such responsiveness.
However, licensees are still required to present programming that is responsive to community problems, needs and interests, and specifically in the case of television stations, to meet the educational and informational needs of children.
Under this rule, no individual or entity may hold an attributable interest in commercial full power television stations located in markets which collectively contain more than 39% of the national television viewing audience.
Under the current rule, no individual or entity may hold an attributable interest in commercial full-power television stations located in markets that collectively contain more than 39% of the national television viewing audience, a limitation established by statute.
Lauderdale, FL WGEN-TV Key West, FL VHF Ch. 8 February 2029 DTV WGEN-LD Miami, FL VHF Ch. 8 February 2029 LDT WVFW-LD Miami, FL VHF Ch. 8 February 2029 LDT W12DI-LD Key West, FL VHF Ch. 12 February 2029 LDT Denver, CO KETD(TV) Castle Rock, CO UHF Ch. 15 April 2030 DTV 1 Shared channel operation Review of Ownership Restrictions The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis ( i.e. , every four years) and to repeal or modify rules that are no longer “necessary in the public interest.” Despite several such reviews and appellate remands, the FCC’s rules limiting the number of radio stations that may be commonly owned in a local market have remained largely unchanged since their initial adoption following the 1996 Act.
Lauderdale, FL WGEN-TV Key West, FL VHF Ch. 8 February 2029 DTV WGEN-LD Miami, FL VHF Ch. 8 February 2029 LDT WVFW-LD Miami, FL VHF Ch. 8 February 2029 LDT W12DI-LD Key West, FL VHF Ch. 12 February 2029 LDT Denver, CO KETD(TV) Castle Rock, CO UHF Ch. 15 April 2030 DTV 1 Shared channel operation Review of Ownership Restrictions The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis (i.e., every four years) and to repeal or modify rules that are no longer “necessary in the public interest as the result of competition,” consistent with Section 202(h) of the Telecommunications Act of 1996.
All of our executive officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Listed below is certain information about the executive officers of MediaCo as of December 31, 2025. All of our executive officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors.
Failure to observe FCC rules and policies can result in the imposition of various sanctions, including monetary fines, the grant of “short-term” (less than the maximum term) license renewals or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license. 13 Table of Contents Additional Developments and Proposed Changes The FCC has adopted rules implementing a low power FM (“LPFM”) service, and nearly 2000 such stations are currently licensed.
Failure to observe FCC rules and policies can result in the imposition of various sanctions, including monetary fines, the grant of “short-term” (less than the maximum term) license renewals or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.
Santaella was previously the Chief Digital and Streaming Officer for Estrella MediaCo. Prior to joining Estrella Mr. Santaella worked as the SVP of Business Planning and Operations at Sony Pictures Entertainment and the Director of Ad Sales Marketing within Disney’s Interactive Media Group. Mr. Santaella holds a bachelor’s degree and an MBA from UCLA.
Santaella worked as the SVP of Business Planning and Operations at Sony Pictures Entertainment and the Director of Ad Sales Marketing within Disney’s Interactive Media Group. Mr. Santaella holds a bachelor’s degree and an MBA from UCLA. AVAILABLE INFORMATION Our website address is mediacoholding.com.
In November 2007, the FCC adopted rules that, among other things, enhance LPFM’s interference protection from subsequently-authorized full-service FM stations. Congress then passed legislation eliminating certain minimum distance separation requirements between full-power FM and LPFM stations, thereby reducing the interference protection afforded to full-power FM stations.
Congress then passed legislation eliminating certain minimum distance separation requirements between full-power FM and LPFM stations, thereby reducing the interference protection afforded to full-power FM stations.
NEW TECHNOLOGIES We believe that the growth of new technologies not only presents challenges, but also opportunities for broadcasters. The primary challenge is increased competition for the time and attention of the audience of our TV and radio stations.
The primary challenge is increased competition for the time and attention of the audience of our TV and radio stations.
NAME POSITION AGE AT DECEMBER 31, 2024 YEAR FIRST ELECTED OFFICER Alberto Rodriguez Interim Chief Executive Officer and President 60 2024 Debra DeFelice Chief Financial Officer and Treasurer 55 2024 René Santaella Chief Operating Officer 53 2024 Mr. Rodriquez was appointed to the position of Interim Chief Executive Officer and President in October 2024. Prior to Mr.
NAME POSITION AGE AT DECEMBER 31, 2025 YEAR FIRST ELECTED OFFICER Alberto Rodriguez Chief Executive Officer and President 61 2024 Debra DeFelice Executive Vice President, Chief Financial Officer and Treasurer 56 2024 René Santaella Chief Growth and Innovation Officer 54 2024 Mr.
In limited cases, such as the Fiestas Patrias and Hot 97's Summer Jam, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event.
In limited cases, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event. NEW TECHNOLOGIES We believe that the growth of new technologies not only presents challenges, but also opportunities for broadcasters.
The company may receive letters of inquiry or other notifications concerning alleged violations of the FCC’s rules at its stations. We cannot predict the outcome of any complaint proceeding or investigation or the extent or nature of any future FCC enforcement action.
We cannot predict the outcome of any complaint proceeding or investigation or the extent or nature of any future FCC enforcement action.
See Note 14 — Segment Information in our consolidated financial statements included elsewhere in this report for additional information. BUSINESS STRATEGY We are a brand and content company reflecting, informing, and amplifying multicultural communities through culture, news, and entertainment.
BUSINESS STRATEGY We are a brand and content company reflecting, informing, and amplifying multicultural communities through culture, news, and entertainment.
DeFelice served as Artisanal Brewing Ventures’ Corporate Controller and prior to that she served as the Corporate Controller at HEPACO, LLC. She holds an MBA from Eastern Carolina University and a bachelor's degree from Binghamton University. Ms. DeFelice is also a Certified Public Accountant. Mr. Santaella was appointed to the position of Chief Operating Officer in October 2024. Mr.
DeFelice was previously the EVP Radio Finance & Assistant Treasurer at MediaCo since April 2021. Prior to joining MediaCo, Ms. DeFelice served as Artisanal Brewing Ventures’ Corporate Controller and prior to that she served as the Corporate Controller at HEPACO, LLC. She holds an MBA from Eastern Carolina University and a bachelor's degree from Binghamton University. Ms.
Federal law prohibits the broadcast of obscene material at any time and the broadcast of indecent material during specified time periods when children are more than likely to be in the audience. Federal law also imposes sponsorship identification (or “payola”) requirements, which mandate the disclosure of information concerning programming the airing of which is paid for by third parties.
Stations are also required to maintain certain records demonstrating such responsiveness. 13 Table of Contents Federal law prohibits the broadcast of obscene material at any time and the broadcast of indecent material during specified time periods when children are more than likely to be in the audience.
In the 2022 quadrennial review proceeding, the FCC is considering all aspects of its local ownership rules, including whether the rules in their current form remain necessary in the public interest. 12 Table of Contents National Television Ownership : In contrast to radio, which has no national ownership limit, there is a national cap on television station ownership.
The 2018 Ownership Order, including this extension of the Top-Four Prohibition, became effective March 18, 2024. In the 2022 quadrennial review proceeding, the FCC is considering all aspects of its local ownership rules, including whether the rules in their current form remain necessary in the public interest.
We cannot predict whether the court appeal of the 2018 quadrennial review or the FCC’s 2022 quadrennial review will result in modifications of the ownership rules or the impact (if any) that such modifications would have on our business.
We cannot predict whether the FCC will ultimately adopt any modifications to the national television ownership cap, alter the treatment of the UHF discount, or what impact, if any, such modifications would have on our business, strategic plans, or potential future transactions.
Rodriquez’s appointment to Interim Chief Executive Officer and President he served as Chief Revenue Officer and President of MediaCo Audio since January 2024. Prior to joining the Company, Mr. Rodriquez spent 24 years at Spanish Broadcasting System with his most recent position being President and Chief Operating Officer. Mr.
Rodriguez was appointed as the Company’s Chief Executive Officer on November 21, 2025, removing the “interim” designation that has been in place since October 2024. Prior to Mr. Rodriguez’s appointment to Chief Executive Officer and President he served as Chief Revenue Officer and President of MediaCo Audio since January 2024. Prior to joining the Company, Mr.
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MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo.
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MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo. Subsequently, on May 1, 2025, the parties entered into an equity purchase agreement that modified the structure and certain terms of the original Asset Purchase Agreement.
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On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which were wholly owned direct and indirect subsidiaries of MediaCo, entered into an asset purchase agreement with The Lamar Company, L.L.C., a Louisiana limited liability company, pursuant to which we sold our Fairway outdoor advertising business to The Lamar Company, L.L.C.
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On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100% of the equity interests of Estrella and certain subsidiaries of Estrella. As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company. See Note 1 — Summary Of Significant Accounting Policies.
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The transactions contemplated by the purchase agreement closed as of the date of the purchase agreement. We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets. Unless otherwise noted, discussion herein refers to the Company's continuing operations.
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Diversity and Inclusion The Company remains committed to fostering a workplace that supports equal opportunity and fair treatment for all employees. We continue to focus on maintaining a respectful and inclusive work environment consistent with applicable laws and regulations. Our employment practices are designed to promote merit-based decision-making across hiring, development, and advancement.
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Diversity and Inclusion We are an equal opportunity employer and are committed to providing a work environment that is free of discrimination and harassment. We respect and embrace diversity of thought and experience and believe that a diverse workforce produces more innovative insights and solutions, resulting in better products and services for our customers.
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Rodriguez spent 24 years at Spanish Broadcasting System with his most recent position being President and Chief Operating Officer. Mr. Rodriguez holds a bachelor’s degree from Florida Atlantic University. Ms. DeFelice was appointed Executive Vice President, Chief Financial Officer, and Treasurer on November 21, 2025, having first been named Chief Financial Officer and Treasurer in September 2024. Ms.
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As we bring brands face-to-face with people, we believe our teams need to be as diverse in their composition and outlook as the audiences we reach every day, and we work together to create an inclusive environment where everyone can bring their true selves to work. We work on building teams that reflect the life experiences of those we serve.
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DeFelice is also a Certified Public Accountant. 9 Table of Contents Mr. Santaella was appointed Chief Growth and Innovation Officer on March 9, 2026 having first been named Chief Operating Officer in October 2024. Mr. Santaella was previously the Chief Digital and Streaming Officer for Estrella MediaCo. Prior to joining Estrella Mr.
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Our teams align with our mission and values; of the 407 full-time and part-time employees driving the business, over 88% are Black, Hispanic, or Asian, and 41% are female. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Listed below is certain information about the executive officers of MediaCo as of December 31, 2024.
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Although the FCC has conducted multiple quadrennial reviews since the Telecommunications Act of 1996, the rules limiting the number of radio stations that may be commonly owned in a local market have remained largely unchanged for decades after their initial adoption in accordance with the statute. As part of earlier ownership review proceedings, the U.S.
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Rodriquez holds a bachelor’s degree from Florida Atlantic University. 9 Table of Contents Ms. DeFelice was appointed to the position of Chief Financial Officer and Treasurer in September 2024. Ms. DeFelice was previously the EVP Radio Finance & Assistant Treasurer at MediaCo since April 2021. Prior to joining MediaCo, Ms.
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Supreme Court upheld the FCC’s elimination of the Radio/Television Cross-Ownership Rule, which had previously limited the common ownership of radio and television stations in the same market.
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As of December 31, 2024, the Company provides program, sales, and/or other services to these stations. 10 Table of Contents Radio Market Stations City of License Frequency Expiration Date of License FCC Class Los Angeles, CA KEBN(FM) Garden Grove, CA 94.3 December 2029 A KBUE(FM) Long Beach, CA 105.5 December 2029 A KBUA(FM) San Fernando, CA 94.3 December 2029 A KVNR(AM) Santa Ana, CA 1,480.0 December 2029 B Dallas-Ft.
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In December 2023, the FCC completed its 2018 Quadrennial Review by issuing a Report and Order that largely retained existing local radio and local television ownership rules, with limited adjustments to methodology and regulatory treatment. The Order also expanded the prohibition on ownership of more than one top-four television network affiliation under certain circumstances. In July 2025, the U.S.
Removed
The FCC’s previous ownership reviews have been subject to litigation. In April 2021, the U.S. Supreme Court reversed a lower court decision blocking a number of FCC rule changes designed to update the FCC’s media ownership regulations.
Added
Court of Appeals for the Eighth Circuit issued a decision vacating the FCC’s Top-Four Prohibition on television station ownership that was adopted in the 2018 Quadrennial Review Order, on the grounds that the Commission’s rationale for retaining the restriction was arbitrary and capricious.
Removed
As a result, the FCC’s Radio/Television Cross-Ownership Rule, which limited the number of radio and television stations that could be commonly owned in a single market, was eliminated. The FCC completed its 2018 quadrennial review in December 2023, largely leaving its radio rules unchanged while making its local ownership rules for television stations more restrictive.
Added
The court upheld the remainder of the 2018 Order, including the retention of the Local Radio Ownership Limits, and withheld issuance of the mandate on the vacated provisions to allow the FCC an opportunity to respond.
Removed
The FCC’s decision in the 2018 quadrennial review is currently under appeal to the U.S. Court of Appeals for the 8 th Circuit. In the meantime, the FCC launched its 2022 quadrennial review in December 2022 and that proceeding remains pending.
Added
Separately, the FCC advanced the 2022 Quadrennial Review of broadcast ownership rules, releasing a Notice of Proposed Rulemaking (“NPRM”) in September 2025 seeking comment on whether the Local Radio Ownership Rule, Local Television Ownership Rule, and Dual Network Rule continue to serve the public interest.
Removed
The 2018 Ownership Order, including this extension of the Top-Four Prohibition, became effective March 18, 2024.
Added
The NPRM was published in the Federal Register in November 2025, and comment and reply comment deadlines were set for December 2025 and January 2026, respectively.
Removed
Additionally, because UHF stations (channels 14 through 51) historically had poorer coverage of their markets than VHF stations (channels 2 through 13), only half of the TV households in a station’s market are included for purposes of the national cap calculation where the individual or entity holds an interest in only UHF station(s) in that market (commonly referred to as the "UHF Discount").
Added
That proceeding is ongoing and no final rule changes have been adopted to date. 11 Table of Contents Given the ongoing judicial proceedings relating to the 2018 Quadrennial Review Order and the pendency of the 2022 Quadrennial Review, we cannot predict whether the current ownership rules will be repealed, modified or otherwise altered, or what impact any such changes might have on our business operations and strategic plans.
Removed
On December 18, 2017, the FCC released a Notice of Proposed Rulemaking to examine the national ownership rule, including the UHF Discount. The rulemaking proceeding remains pending. We cannot predict the outcome of the rulemaking proceeding or the impact (if any) that changes adopted in that proceeding would have on our business.
Added
National Television Ownership : In contrast to radio, which has no national ownership limit, there is a national cap on television station ownership.
Added
For purposes of calculating compliance with this cap, the FCC currently applies a so-called “UHF discount,” whereby only 50% of the households served by a station operating in the ultra-high-frequency (UHF) band are included in the calculation. The FCC has periodically reviewed this national ownership cap and the UHF discount as part of ongoing broadcast ownership rulemakings.
Added
A long-standing rulemaking initiated in 2017 to examine whether to retain, modify, or rescind the national television ownership cap and the UHF discount remains pending, and the FCC has sought public comment on these issues most recently in 2025 and early 2026.
Added
The FCC has taken no final action to repeal, modify, or replace the UHF discount or the national ownership cap to date.
Added
Broadcasters, industry groups, and other stakeholders have urged the FCC to modernize or eliminate the national cap, while other commenters have argued that any change would exceed the Commission’s statutory authority and should be the result of Congressional action.
Added
Federal law also imposes sponsorship identification (or “payola”) requirements, which mandate the disclosure of information concerning programming the airing of which is paid for by third parties. The company may receive letters of inquiry or other notifications concerning alleged violations of the FCC’s rules at its stations.
Added
Additional Developments and Proposed Changes The FCC has adopted rules implementing a low power FM (“LPFM”) service, and nearly 2000 such stations are currently licensed. In November 2007, the FCC adopted rules that, among other things, enhance LPFM’s interference protection from subsequently-authorized full-service FM stations.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
33 edited+25 added−8 removed120 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
33 edited+25 added−8 removed120 unchanged
2024 filing
2025 filing
Biggest changeInvestors in our Class A common stock will not have the same protections afforded to shareholders of companies that are subject to such requirements. As of December 31, 2024, SG Broadcasting controlled approximately 56.7% of the outstanding voting interests of MediaCo through its ownership of MediaCo Class B common stock.
Biggest changeWe are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. Investors in our Class A common stock will not have the same protections afforded to shareholders of companies that are subject to such requirements.
Management is required to make an annual assessment of internal controls over financial reporting pursuant to Section 404(a), including the disclosure of any material weaknesses identified by management in internal control over financial reporting. As described in Part II, Item 9A — “Controls and Procedures”, management has identified a material weakness in the Company's internal control over financial reporting.
Management is nevertheless required to make an annual assessment of internal controls over financial reporting pursuant to Section 404(a), including the disclosure of any material weaknesses identified by management in internal control over financial reporting. As described in Part II, Item 9A — “Controls and Procedures”, management has identified a material weakness in the Company's internal control over financial reporting.
Pursuant to our By-laws, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the Circuit or any Superior Court of Marion County Indiana, or the United States District Court for the Southern District of Indiana in a case of pendent jurisdiction, shall be the sole and exclusive forum for: • any derivative action or proceeding brought on behalf of the Company, 22 Table of Contents • any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of MediaCo to the Company or the holders of shares of MediaCo, • any action asserting a claim arising pursuant to any provision of the Indiana Business Corporation Law (the “IBCL”), the Articles of Incorporation or the By-laws, or • any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants.
Pursuant to our By-laws, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the Circuit or any Superior Court of Marion County Indiana, or the United States District Court for the Southern District of Indiana in a case of pendent jurisdiction, shall be the sole and exclusive forum for: • any derivative action or proceeding brought on behalf of the Company, • any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of MediaCo to the Company or the holders of shares of MediaCo, • any action asserting a claim arising pursuant to any provision of the Indiana Business Corporation Law (the “IBCL”), the Articles of Incorporation or the By-laws, or • any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants.
Restructuring activities can create unanticipated consequences and negative impacts on the business, and we cannot be sure that any ongoing or future restructuring efforts will be successful or generate expected cost savings. 21 Table of Contents Risks Related to Indebtedness: The terms of any future indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.
Restructuring activities can create unanticipated consequences and negative impacts on the business, and we cannot be sure that any ongoing or future restructuring efforts will be successful or generate expected cost savings. 22 Table of Contents Risks Related to Indebtedness: The terms of any future indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.
There can be no assurance that future acquisitions will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction. 20 Table of Contents Future acquisitions or investments, or similar strategic transactions, could involve unknown risks that could harm our business and adversely affect our financial condition.
There can be no assurance that future acquisitions will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction. 21 Table of Contents Future acquisitions or investments, or similar strategic transactions, could involve unknown risks that could harm our business and adversely affect our financial condition.
We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30.
We may continue to qualify as a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30.
While we generally carry insurance covering such catastrophes, we cannot be sure that the proceeds from such insurance will be sufficient to offset the costs of rebuilding or repairing our property or the lost income. 19 Table of Contents Our business is dependent upon the proper functioning of our internal business processes and information systems.
While we generally carry insurance covering such catastrophes, we cannot be sure that the proceeds from such insurance will be sufficient to offset the costs of rebuilding or repairing our property or the lost income. 20 Table of Contents Our business is dependent upon the proper functioning of our internal business processes and information systems.
In particular, there are a limited number of artists that can headline or who can sell out larger venues, which we rent. Accordingly, our ticket sales success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.
In particular, there are a limited number of artists that can headline or who can sell out larger venues, 16 Table of Contents which we rent. Accordingly, our ticket sales success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.
Our business relies on an alignment between our brands and our audience taste and preferences through the distribution of content over-the-air and digitally. If the alignment between our brands and our audience shifts, then we might experience a shift in advertising revenue and categories. 18 Table of Contents Changes in current Federal regulations could adversely affect our business operations.
Our business relies on an alignment between our brands and our audience taste and preferences through the distribution of content over-the-air and digitally. If the alignment between our brands and our audience shifts, then we might experience a shift in advertising revenue and categories. Changes in current Federal regulations could adversely affect our business operations.
Failure to provide these services or to upgrade to new technologies on a timely basis and at an acceptable cost, or to secure any necessary regulatory approvals to roll out such new technologies on a timely basis, all could have a material adverse effect on our ability to compete with carriers in our markets and may expose us to additional risks.
Failure to provide these services or to upgrade to new technologies on a timely basis and at an 17 Table of Contents acceptable cost, or to secure any necessary regulatory approvals to roll out such new technologies on a timely basis, all could have a material adverse effect on our ability to compete with carriers in our markets and may expose us to additional risks.
Because of the competitive factors we face, we cannot assure investors that we will be able to maintain or increase our current audience ratings and advertising revenue. 15 Table of Contents Our broadcast operations lack the scale of some of our competitors.
Because of the competitive factors we face, we cannot assure investors that we will be able to maintain or increase our current audience ratings and advertising revenue. Our broadcast operations lack the scale of some of our competitors.
Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, af fect the profitability of our broadcast stations or our ability to acquire additional stations.
Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, affect the profitability of our broadcast stations or our ability to acquire additional stations.
Accordingly, the effects of any of the above could depress the price of MediaCo Class A common stock. Standard General’s interests may conflict with those of other shareholders. SG Broadcasting, a company wholly owned by funds managed by Standard General, beneficially owns shares representing approximately 96.1% o f the outstanding combined voting power of all classes of our common stock.
Accordingly, the effects of any of the above could depress the price of MediaCo Class A common stock. Standard General’s interests may conflict with those of other shareholders. SG Broadcasting, a company wholly owned by funds managed by Standard General, beneficially owns shares representing approximately 68.7% of the outstanding combined voting power of all classes of our common stock.
Risks Related to our Common Stock: SG Broadcasting possesses significant voting interest with respect to our outstanding common stock, which limits the influence on corporate matters by a holder of MediaCo Class A common stock. As of December 31, 2024, SG Broadcasting held approximatel y 96.1% of the voting interests of our outstanding common stock on a fully diluted basis.
Risks Related to our Common Stock: SG Broadcasting possesses significant voting interest with respect to our outstanding common stock, which limits the influence on corporate matters by a holder of MediaCo Class A common stock. As of December 31, 2025, SG Broadcasting held approximatel y 68.7% of the voting interests of our outstanding common stock on a fully diluted basis.
Such delisting could negatively impact us by, among other things, reducing the liquidity and market price of our Class A common stock.
Such delisting could negatively impact us by, among other things, having an adverse impact on the trading and reducing the liquidity and market price of our Class A common stock.
We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30 and our annual revenue is less than $100.0 million during the most recently completed fiscal year.
We are a smaller reporting company because the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30 and our annual revenue was less than $100.0 million during the most recently completed fiscal year.
We may not be able to meet the continued listing requirements of Nasdaq, which require, among other things, a minimum closing price of MediaCo Class A common stock, a minimum market capitalization and minimum shareholders' equity.
MediaCo’s Class A common stock is listed on Nasdaq under the ticker symbol “MDIA”. We may not be able to meet the continued listing requirements of Nasdaq, which require, among other things, a minimum closing price of MediaCo Class A common stock, a minimum market capitalization and minimum shareholders' equity.
For example, failure to implement the right artificial intelligence technologies could lead to poor customer experience or brand damage. Any problems with our implementation or use of artificial intelligence or other technological advancements could also negatively impact our business or results of our operations. 17 Table of Contents Our business depends heavily on maintaining our FCC licenses.
For example, failure to implement the right artificial intelligence technologies could lead to poor customer experience or brand damage. Any problems with our implementation or use of artificial intelligence or other technological advancements could also negatively impact our business or results of our operations.
We are an “emerging growth company” and a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies or smaller reporting companies will make our common stock less attractive to investors.
We are a “smaller reporting company” and we cannot be certain whether the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
We may also replace programs that are performing poorly before we have recaptured any significant portion of the costs we incurred in obtaining such programming or fully expensed the costs for financial reporting purposes. Any of these factors could reduce our revenues, result in the incurrence of impairment charges, or otherwise cause our costs to escalate relative to revenues.
We may also replace programs that are performing poorly before we have recaptured any significant portion of the costs we incurred in obtaining such programming or fully expensed the costs for financial reporting purposes.
We cannot predict if investors will find MediaCo Class A common stock less attractive because we intend to rely on these exemptions.
We cannot predict whether investors will find MediaCo Class A common stock 24 Table of Contents less attractive because we may rely on these exemptions.
If some investors find MediaCo Class A common stock less attractive as a result, there may be a less active trading market for MediaCo Class A common stock and its stock price may be lower or more volatile as a result. We may take advantage of these exemptions until we no longer qualify as an emerging growth company .
If some investors find MediaCo Class A common stock less attractive as a result, there may be a less active trading market for MediaCo Class A common stock, and its stock price may be lower or more volatile.
We could be prevented from operating a station if we fail to maintain its licenses. The broadcasting industry is subject to extensive and changing regulation. The Communications Act and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses.
The broadcasting industry is subject to extensive and changing regulation. The Communications Act and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses.
Our competitors may respond to our actions by more aggressive promotions of their stations or by airing the format or programming we have dropped, limiting our options if we do not achieve expected results with our new format/programming.
Our competitors may respond to our actions by more aggressive promotions of their stations or by airing the format or programming we have dropped, limiting our options if we do not achieve expected results with our new format/programming. 15 Table of Contents From time to time, other stations may change their format or programming, a new station may adopt a format or programming to compete more directly with our stations for audiences and advertisers, or stations might engage in aggressive promotional campaigns.
Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our events, which would adversely affect our business, financial condition and results of operations. 16 Table of Contents We are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.
Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our events, which would adversely affect our business, financial condition and results of operations.
As an emerging growth company, the Company is not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting.
As a smaller reporting company and a non-accelerated filer, we are permitted to take advantage of certain reduced reporting requirements that apply to these filer categories, and as a result, we are not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act. The Company is an emerging growth company and may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act.
Our operating results have been and may again be adversely affected by acts of war, a global health crisis, terrorism and natural catastrophes.
We cannot make any assurances that any required impairment charges in the future will not have a material adverse effect on our statement of operations. Our operating results have been and may again be adversely affected by acts of war, a global health crisis, terrorism and natural catastrophes.
The Company operates two radio stations in New York, and is in the process of acquiring six radio and television stations in California and seven in Texas to which it currently provides programming and other services . Some of our competitors in these markets have larger clusters of radio and/or television stations than ours.
The Company operates two radio stations in New York and as a result of the Estrella Acquisition, operates eleven radio stations and nine television stations across California, Texas, Colorado, New York, Illinois and Florida. Some of our competitors in these markets have larger clusters of radio and/or television stations than ours.
Such on-air personalities or other key individuals may not remain with our stations and we may not retain their audiences, which could affect our competitive position. If we cannot effectively hire and retain qualified employees, our business, prospects, financial condition and results of operations could suffer. Impairment losses related to our intangible assets could reduce our earnings in the future.
Such on-air personalities or other key individuals may not remain with our stations and we may not retain their audiences, which could affect our competitive position.
Because of the voting power of SG Broadcasting, we are considered a “controlled company” for purposes of Nasdaq requirements.
As of December 31, 2025, SG Broadcasting controlled approximately 68.7% of the outstanding voting interests of MediaCo through its ownership of MediaCo Class B common stock. Because of the voting power of SG Broadcasting, we are considered a “controlled company” for purposes of Nasdaq requirements.
We disseminate large amounts of content to the public. An ill-conceived or mistimed on-air statement or social media post could have a material adverse effect on our business. The FCC’s rules prohibit the broadcast of obscene material at any time and prohibit broadcasting indecent material between the hours of 6 a.m. and 10 p.m. local time.
The FCC’s rules prohibit the broadcast of obscene material at any time and prohibit broadcasting indecent material between the hours of 6 a.m. and 10 p.m. local time.
Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. 23 Table of Contents Material weaknesses in our internal control over financial reporting could result in material misstatements in our financial statements not being prevented or detected, which could affect investor confidence in the accuracy and completeness of our financial statements and could negatively impact our stock price and financial condition.
Material weaknesses in our internal control over financial reporting could result in material misstatements in our financial statements not being prevented or detected, which could affect investor confidence in the accuracy and completeness of our financial statements and could negatively impact our stock price and financial condition.
Removed
From time to time, other stations may change their format or programming, a new station may adopt a format or programming to compete more directly with our stations for audiences and advertisers, or stations might engage in aggressive promotional campaigns.
Added
We use artificial intelligence ("AI") in our business, and challenges in managing its use could result in reputational harm, competitive disadvantage, legal liability, and adverse effects on our results of operations. AI solutions are increasingly integrated into our business operations and are expected to become even more important to our operations over time.
Removed
As of December 31, 2024, our intangible assets comprised 64% of our total assets. We did not record any impairment charges during the years ended December 31, 2024 and 2023.
Added
Our competitors or other third parties may adopt AI more quickly or more effectively than we do, which could impair our ability to compete and negatively impact our results of operations.
Removed
However, if events occur or circumstances change, the fair value of our intangible assets might fall below the amount reflected on our bala nce sheet, and we may be required to recognize impairment charges in our statement of operations, which may be material, in future periods.
Added
Additionally, if our AI-generated content, analyses, search results, or recommendations are, or are alleged to be, inaccurate, biased, infringing, harmful, or otherwise deficient, our business, reputation, financial condition, and results of operations could be adversely affected.
Removed
MediaCo Class A common stock may cease to be listed on Nasdaq. MediaCo’s Class A common stock is listed on Nasdaq under the ticker symbol “MDIA”.
Added
AI also raises emerging ethical and legal challenges, including issues related to the use of copyrighted material and potential violations of name, image, and likeness rights. If our use of AI becomes controversial, we could face brand or reputational harm, competitive disadvantage, or legal liability.
Removed
We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are afforded to emerging growth companies, including, but not limited to, exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Added
In addition, the rapid evolution of AI will require significant resources to develop, test and maintain our platforms, offerings, services, and features to help us ensure responsible implementation and to minimize unintended, harmful impacts. The legal and regulatory framework for AI technologies is also evolving rapidly and uncertain.
Removed
We could be an emerging growth company until December 31, 2025. When we cease to be an emerging growth company, we could be required to incur additional professional fees and internal costs related to any heightened disclosure.
Added
Federal, state, and foreign governments and authorities have introduced or are currently considering laws and regulations governing AI. Existing laws and regulations may be interpreted in ways that impact our use of AI, and industry standards and best practices remain unsettled. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
Removed
However, even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, if our revenues remain less than $100.0 million, and reduced disclosure obligations regarding executive compensation in this Annual Report on Form 10-K as well as our periodic reports and proxy statements.
Added
We cannot predict the impact that future laws, regulations, standards, or market expectations may have on our business. Compliance costs could be significant and may increase our operating expenses, including through imposing additional AI reporting obligations.
Removed
If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Added
Any such increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations. Our business depends heavily on maintaining our FCC licenses. We could be prevented from operating a station if we fail to maintain its licenses.
Added
Any of these factors could reduce our revenues, result in the incurrence of impairment charges, or otherwise cause our costs to escalate relative to revenues. 18 Table of Contents We disseminate large amounts of content to the public. An ill-conceived or mistimed on-air statement or social media post could have a material adverse effect on our business.
Added
If we cannot effectively hire and retain qualified employees, our business, prospects, financial condition and results of operations could suffer. 19 Table of Contents We have recognized, and could continue to recognize, impairment charges on our goodwill and broadcast licenses. Any such future charges could adversely impact our results of operations.
Added
As of December 31, 2025, our intangible assets comprised 62% of our total assets. During 2025 , we recognized non-cash impairment charges of $3.2 million related to the annual testing of our FCC licenses. Also, during the year ended December 31, 2025, we recognized non-cash impairment charges of $19.9 million related to impairment of goodwill for our audio segment.
Added
No impairment was recognized during 2024 related to our intangible assets. Not less than annually, and more frequently if necessary, we are required to evaluate our goodwill and broadcast licenses to determine if the estimated fair value of these intangible assets is less than book value.
Added
If the estimated fair value of these intangible assets is less than book value, we will be required to record additional non-cash expense to write down the book value of the intangible asset to the estimated fair value.
Added
While we intend to refinance such indebtedness on a long-term basis, there can be no assurance that we will be able to refinance any maturing indebtedness, that such refinancing would be on terms as favorable as the terms of the maturing indebtedness, or that we will be able to otherwise obtain funds by selling assets or raising equity to make required payments on maturing indebtedness.
Added
If we are not able to comply with the applicable continued listing requirements or standards of The Nasdaq Stock Market LLC, Nasdaq could delist our Class A common stock, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Added
If we are not able to comply with the applicable continued listing requirements or standards of The Nasdaq Stock Market LLC, Nasdaq could delist our Class A common stock, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Added
On December 19, 2025, the Company received a deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department notifying the Company that, based upon the closing bid price of the Company’s Class A common stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 23 Table of Contents per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
Added
The Notice has no immediate effect on the continued listing status of our Class A common stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.
Added
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until June 17, 2026, to regain compliance with the Minimum Bid Requirement.
Added
To regain compliance, the closing bid price of our Class A common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to June 17, 2026.
Added
If the Company is not in compliance with the Minimum Bid Requirement by June 17, 2026, the Company may be afforded a second 180 calendar day compliance period.
Added
To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.
Added
In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. The Company would then be afforded the second 180 calendar day period to regain compliance, unless it does not appear to Nasdaq that it is possible for the Company to cure the deficiency.
Added
As a smaller reporting company we are permitted to take advantage of certain exemptions from reporting and disclosure requirements, including exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30.
Added
Also, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure obligations regarding executive compensation in this Annual Report on Form 10-K, as well as in our periodic reports and proxy statements.
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
2 edited+7 added−8 removed0 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
2 edited+7 added−8 removed0 unchanged
2024 filing
2025 filing
Biggest changeITEM 1C. CYBERSECURITY. As a regular part of our ordinary business operations, we collect and store data, including information necessary for our operations, information from our customers, employees, and our business partners. We recognize these networks and systems may be subject to increasing and continually evolving cybersecurity risks.
Biggest changeITEM 1C. CYBERSECURITY. As part of our ordinary business operations, we collect and store information necessary for our operations, as well as data from our customers, employees, and business partners. We recognize that our networks and systems face evolving cybersecurity risks, which could materially impact our business if not effectively managed .
Risk Factors, including “Our business is dependent upon the proper functioning of our internal business processes and information systems. The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls,” for additional information about the risks from cybersecurity threats that may materially affect our business.
The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls,” for additional information about the risks from cybersecurity threats that may materially affect our business. 25 Table of Contents
Removed
Our Audit Committee is responsible for overseeing risk management and Cybersecurity is an integral part of the Company's overall risk management program. Our risk management process is designed to identify, prioritize, and monitor risks that could affect our ability to execute our corporate strategy and fulfill our business objectives and to appropriately mitigate such risks.
Added
Cybersecurity is an integral part of our enterprise risk management program. Material cybersecurity risks are identified, assessed, and prioritized alongside financial, operational, and strategic risks. Findings from risk assessments, audits, and testing are incorporated into enterprise risk reporting, and remediation plans are aligned with our overall risk management approach.
Removed
Our management team is involved in assessing and managing the Company’s material risks from cybersecurity threats, including by hiring appropriate personnel, considering cybersecurity risk in our enterprise risk management strategy, helping prepare for cybersecurity incidents, and participating in the cybersecurity incident response and remediation process for incidents escalated to it including determining materiality.
Added
The Audit Committee of the Board oversees cybersecurity risk and receives regular updates from senior managment on material risks and mitigation efforts. Senior management, including our Chief Technology Officer, Chief Financial Officer, General Counsel, and Senior Vice President of IT and Infrastructure, is responsible for managing material cybersecurity risks.
Removed
Our management that is involved in these processes includes our Chief Technology Officer, Chief Financial Officer and General Counsel. Our Senior Vice President of Information Technology and Infrastructure brings over 25 years of expertise in media, information security, technology risk management, spearheading our cybersecurity program.
Added
These individuals have relevant experience overseeing technology systems, information security programs, risk management, regulatory compliance, and incident response, gained through their roles in technology leadership, financial oversight, legal and regulatory compliance, and IT infrastructure management.
Removed
In close collaboration with the senior executive team, IT leadership is responsible for ensuring compliance, addressing identified risks, and driving comprehensive employee training initiatives. Management also escalates, as appropriate, reports relating to cybersecurity incidents or threats to our Board or to its Audit Committee.
Added
Our risk management process includes periodic assessments of cybersecurity risks that evaluate both the likelihood and potential impact of threats, as well as internal audits, testing, and independent third-party reviews.
Removed
As part of our risk management processes, we are developing risk assessments to identify the probability, immediacy, and potential magnitude of information security risks. Our internal experts regularly conduct audits and tests of our information systems, and our cybersecurity program is periodically assisted by established, independent third-party consultants, who provide assistance through tabletop and other preparedness exercises.
Added
The company also conducts employee training and simulated phishing exercises to strengthen awareness and preparedness, and it maintains defined escalation procedures to ensure that cybersecurity incidents or significant findings are promptly reported to senior management and, when appropriate, to the Board or Audit Committee.
Removed
Additionally, we review regular publications on cyber awareness and conduct ongoing simulated phishing exercises. We use the findings from these and other processes to improve our information security practices, procedures and technologies.
Added
These processes are reviewed and updated regularly to address emerging threats, regulatory changes, and evolving business operations. Although we have not experienced any material cybersecurity incidents to date, future cyber-attacks could materially affect the Company, including loss of customer trust, employee departures, reputational harm, remediation costs, business disruption, or potential litigation or regulatory exposure.
Removed
While we have not yet experienced any material impacts from a cyber-attack, any one or more future cyber-attacks could materially adversely impact the Company, including a loss of trust among our customers, departures of key employees, general diminishment of our reputation and financial losses from remediation actions, loss of business or potential litigation or regulatory liability.
Added
Compliance with evolving cybersecurity standards may also increase operational costs. See the section titled Item 1A. Risk Factors, including “Our business is dependent upon the proper functioning of our internal business processes and information systems.
Removed
Further, evolving market dynamics are increasingly driving heightened cybersecurity protections and mandating cybersecurity standards for our products, and we may incur additional costs to address these increased risks and to comply with such demands. 24 Table of Contents See the section titled Item IA.
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed1 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed1 unchanged
2024 filing
2025 filing
Biggest changeFrom time to time, we may be subject to various legal proceedings and claims, which may have a material adverse effect on our financial position or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 25 Table of Contents PART II
Biggest changeFrom time to time, we may be subject to various legal proceedings and claims, which may have a material adverse effect on our financial position or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 Table of Contents PART II
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
2 edited+0 added−0 removed2 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
2 edited+0 added−0 removed2 unchanged
2024 filing
2025 filing
Biggest changeShare Repurchases The following table provides information relating to the shares of Class A common stock we purchased during the quarter ended December 31, 2024: Period Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1, 2024 – October 31, 2024 — $ — — $ 1,000,029 November 1, 2024 – November 30, 2024 — $ — — $ 1,000,029 December 1, 2024 – December 31, 2024 — $ — — $ 1,000,029 Total — $ — — ITEM 6. [RESERVED] None.
Biggest changeShare Repurchases The following table provides information relating to the shares of Class A common stock we purchased during the quarter ended December 31, 2025: Period Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1, 2025 – October 31, 2025 — $ — — $ 1,000,029 November 1, 2025 – November 30, 2025 — $ — — $ 1,000,029 December 1, 2025 – December 31, 2025 — $ — — $ 1,000,029 Total — $ — — ITEM 6. [RESERVED] None.
Holders At March 21, 2025, there were 218 shareholders of record of the Class A common stock, and there was one shareholder of record of the Class B common stock. These figures do not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Holders At March 31, 2026, there were 213 shareholders of record of the Class A common stock, and there was one shareholder of record of the Class B common stock. These figures do not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
52 edited+68 added−33 removed16 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
52 edited+68 added−33 removed16 unchanged
2024 filing
2025 filing
Biggest changeYear ended December 31, Change (Dollars in thousands) 2024 2023 $ % NET REVENUES $ 95,571 $ 32,391 63,180 195 OPERATING EXPENSES: Operating expenses excluding depreciation and amortization expense 106,650 32,633 74,017 227 Corporate expenses 11,859 5,451 6,408 118 Depreciation and amortization 5,258 568 4,690 826 Loss on disposal of assets 10 526 (516) (98) Total operating expenses 123,777 39,178 84,599 216 OPERATING LOSS (28,206) (6,787) (21,419) 316 OTHER INCOME (EXPENSE): Interest expense, net (11,137) (426) (10,711) 2,514 Change in fair value of warrant shares liability 38,360 — 38,360 N/A Other income 2 100 (98) (98) Total other (income) expense 27,225 (326) 27,551 (8,451) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (982) (7,113) 6,131 (86) PROVISION FOR INCOME TAXES 320 308 12 4 NET LOSS FROM CONTINUING OPERATIONS $ (1,302) $ (7,421) 6,119 (82) Net revenues: Net revenues increased during the year ended December 31, 2024 primarily due to the Estrella Acquisition in April 2024, and to a lesser extent stronger political and telecommunications spend.
Biggest changeConsolidated Operating Data The following table sets forth a summary of the Company’s components of operating expense as a percentage of net revenue for the years ended December 31,: 2025 2024 (Dollars in thousands) Amount % Amount % NET REVENUES $ 133,336 100 $ 95,571 100 OPERATING EXPENSES: Operating expenses excluding depreciation and amortization expense 143,825 108 106,650 112 Corporate expenses 7,288 5 11,859 12 Depreciation and amortization 6,843 5 5,258 6 Loss on disposal of assets 144 — 10 — Total operating expenses 158,100 123,777 OPERATING LOSS $ (24,764) $ (28,206) Year ended December 31, 2025 compared to year ended December 31, 2024 Year ended December 31, Change (Dollars in thousands) 2025 2024 $ % NET REVENUES $ 133,336 $ 95,571 37,765 40 OPERATING EXPENSES: Operating expenses excluding depreciation and amortization expense 143,825 106,650 37,175 35 Corporate expenses 7,288 11,859 (4,571) (39) Depreciation and amortization 6,843 5,258 1,585 30 Loss on disposal of assets 144 10 134 1,340 Total operating expenses 158,100 123,777 34,323 28 OPERATING LOSS (24,764) (28,206) 3,442 (12) OTHER INCOME (EXPENSE): Interest expense, net (15,495) (11,137) (4,358) 39 Change in fair value of warrant shares liability (5,923) 38,360 (44,283) N/A Impairment of goodwill and intangibles (23,099) — (23,099) N/A Other income 3,953 1 3,952 395,152 Total other (expense) income (40,564) 27,224 (67,788) (249) LOSS BEFORE INCOME TAXES (65,328) (982) (64,346) 6,553 PROVISION FOR INCOME TAXES 895 320 575 180 NET LOSS $ (66,223) $ (1,302) (64,921) 4,986 Net revenues: Net revenues increased during the year ended December 31, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition in April 2024 and due to increased Digital revenue.
Investing Activities Cash used in continuing investing activities was $14.2 million for the year ended December 31, 2024, primarily attributable to cash paid, net of cash received, for the Estrella Acquisition, as well as capital expenditures related to a digital platform project and our build out of our new space for corporate offices.
Cash used in investing activities of $14.2 million for the year ended December 31, 2024 was primarily attributable to cash paid, net of cash received, for the Estrella Acquisition, as well as capital expenditures related to a digital platform project and our build out of our new space for corporate offices.
OFF-BALANCE SHEET FINANCINGS AND LIABILITIES Other than legal contingencies incurred in the normal course of business, and contractual commitments to purchase goods and services, all of which are discussed in Note 11 to the consolidated financial statements, which is incorporated by reference herein, the Company does not have any material off-balance sheet financings or liabilities.
OFF-BALANCE SHEET FINANCINGS AND LIABILITIES Other than legal contingencies incurred in the normal course of business, and contractual commitments to purchase goods and services, all of which are discussed in Note 13 to the consolidated financial statements, which is incorporated by reference herein, the Company does not have any material off-balance sheet financings or liabilities.
See Note 4 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.
See Note 3 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.
In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade. The following table summarizes the sources of our revenues for the years ended December 31, 2024 and 2023. The category “Other” includes, among other items, revenues related to network revenues and barter .
In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade. The following table summarizes the sources of our revenues for the years ended December 31, 2025 and 2024. The category “Other” includes, among other items, revenues related to network revenues and barter .
The Company does not have any majority-owned or controlled subsidiaries that are not included in the consolidated financial statements, nor does the Company have any interests in or relationships with any “special-purpose entities” that are not reflected in the consolidated financial statements or disclosed in the Notes to consolidated financial statements.
The Company does not have any majority-owned or controlled subsidiaries that are not included in the consolidated financial statements, nor does the Company have any interests in or relationships with any “special-purpose entities” that are not reflected in the consolidated financial statements or disclosed in the Notes to consolidated financial statements. ITEM 7A.
See Note 12 — Income Taxes in our consolidated financial statements included elsewhere in this report for additional details. Consolidated net loss: The decrease in consolidated net loss was primarily due to Estrella Acquisition.
See Note 14 — Income Taxes in our consolidated financial statements included elsewhere in this report for additional details. Consolidated net loss: The decrease in consolidated net loss was primarily due to Estrella Acquisition.
Depreciation and amortization: Depreciation and amortization expense increased during the year ended December 31, 2024 primarily related to the Estrella Acquisition. Depreciation and amortization expenses, excluding those related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2024.
Depreciation and amortization: Depreciation and amortization expense increased during the year ended December 31, 2025 primarily related to the Estrella Acquisition. Depreciation and amortization expenses excluding expenses related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2025.
Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group. Our revenues vary throughout the year.
Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group. 27 Table of Contents Our revenues vary throughout the year.
See “Net revenues,” “Operating expenses excluding depreciation and amortization,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,” “Change in fair value of warrant shares liability,” “ Provision for income taxes,” and “Other income” above for additional details. 32 Table of Contents Performance by Business Segment Audio Segment The Company’s Audio Segment (combines the former “EM-ADE: and “NY-ADE” segments) includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition.
See “Net revenues,” “Operating expenses excluding depreciation and amortization,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,” “Change in fair value of warrant shares liability,” “ Provision for income taxes,” and “Other income” above for additional details. 33 Table of Contents Performance by Business Segment Audio Segment The Company’s Audio Segment includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition.
Fair value of our FCC licenses is estimated to be the value 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. To determine the fair value of our FCC licenses, the Company uses the income approach methods when it performs its impairment tests.
The fair value of our FCC licenses is estimated to be the value that would be received to sell an asset in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses both income and market based approach methods when it performs its impairment tests.
In fulfilling this plan, we incurred involuntary termination costs of $1.4 million in the twelve months ended December 31, 2024, included in operating expenses excluding depreciation and amortization on our consolidated statements of operations included elsewhere in this report.
In fulfilling this plan, we incurred involuntary termination costs of $1.6 million and $1.4 million for the years ended December 31, 2025 and 2024, respectively, included in operating expenses excluding depreciation and amortization on our consolidated statements of operations included elsewhere in this report.
CRITICAL ACCOUNTING ESTIMATES Critical accounting policies are defined as those that encompass significant judgments and uncertainties, and potentially derive materially different results under different assumptions and conditions. We believe that our critical accounting policies are those described below.
CRITICAL ACCOUNTING ESTIMATES Critical accounting policies are defined as those that encompass significant judgments and uncertainties, and potentially derive materially different results under different assumptions and conditions.
See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional information. 26 Table of Contents We own and operate two radio stations located in New York City, which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.
We own and operate two radio stations located in New York City, which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.
Change in fair value of warrant shares liability: The change in fair value of warrant shares liability primarily relates to the decrease in MediaCo’s share prices from $2.50 at the initial recognition of the warrant shares liability to $1.14 as of December 31, 2024.
For the year ended December 31, 2024, the change in fair value of the warrant shares liability primarily reflected the decrease in MediaCo’s share price from $2.50 at initial recognition to $1.14.
A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates. As of December 31, 2024, approximately 56% of our aggregate principal amount of long-term debt bore interest at floating rates.
A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates.
We identify impairment for long-lived assets by comparing the projected undiscounted cash flows to be generated by the asset (or asset group) to its carrying value.
Impairment of long-lived assets is evaluated by comparing the projected undiscounted cash flows expected to be generated by the asset or asset group to its carrying value.
Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating loss or net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies.
Adjusted EBITDA is not a measure calculated in accordance with GAAP and should not be considered in isolation from, or as a substitute for, operating loss, net loss or any other measure calculated in accordance with GAAP. The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Our network and stations have aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by capitalizing on the rapidly growing FAST marketplace through several operated channels, creating highly interactive direct-to-consumer (“D2C”) apps and websites with content that engages our audience and harnessing the power of digital video on our D2C platforms, YouTube, and connected TV publishers, vMVPDs and OEMs. 27 Table of Contents As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths.
Our network and stations have aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by capitalizing on the rapidly growing FAST marketplace through several operated channels, creating highly interactive direct-to-consumer (“D2C”) apps and websites with content that engages our audience and harnessing the power of digital video on our D2C platforms, YouTube, and connected TV publishers, vMVPDs and OEMs.
Cash used in investing activities of $1.7 million for the year ended December 31, 2023 was primarily attributable to capital expenditures related to a new digital platform project and the build out of our new space for corporate offices. 34 Table of Contents Financing Activities Cash provided by continuing financing activities was $33.9 million for the year ended December 31, 2024, primarily attributable to $43.7 million in proceeds from the First Lien Term Loan, partially offset by $7.3 million related to repayment in full of the Emmis Promissory Note, $1.9 million in payments of debt issuance costs, and $0.4 million related to settlement of tax withholding obligations.
Cash provided by financing activities was $33.9 million for the year ended December 31, 2024, primarily attributable to $43.7 million in proceeds from the First Lien Term Loan, partially offset by $7.3 million related to repayment in full of the Emmis Promissory Note, $1.9 million in payments of debt issuance costs, and $0.4 million related to settlement of tax withholding obligations.
Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license.
Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period.
FCC broadcast licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, each of our FCC licenses has been renewed at the end of its respective period, and we expect that each FCC license will continue to be renewed in the future. We consider our FCC licenses to be indefinite-lived intangibles.
Historically, each of our FCC licenses has been renewed at the end of its respective period, and we expect that each FCC license will continue to be renewed in the future. We consider our FCC licenses to be indefinite-lived intangibles.
Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Provision for income taxes, Interest expense, net, Depreciation and amortization, Loss on disposal of assets, Change in fair value of warrant shares liability, Other income, and Other adjustments. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance.
Alternatively, Adjusted EBITDA may be calculated as net loss adjusted to exclude provision for income taxes, interest expense, net, depreciation and amortization, loss on disposal of assets, change in fair value of warrant shares liability, other income and other adjustments. Management uses Adjusted EBITDA, along with operating income (loss), as a key measure to evaluate performance.
Operating Activities Cash used in continuing operating activities was $19.9 million for the year ended December 31, 2024 compared to cash provided by continuing operating activities of $5.6 million for the year ended December 31, 2023.
Cash Flow Operating Activities Cash flows provided in operating activities was $2.0 million for the year ended December 31, 2025 compared to cash used in operating activities of $19.9 million for the year ended December 31, 2024.
Year ended December 31, 2024 2023 Net revenues: Spot Radio & TV Advertising $ 61,158 64.0 % $ 18,650 57.6 % Digital 20,291 21.2 % 3,677 11.4 % Syndication 2,918 3.1 % 2,427 7.5 % Events and Sponsorships 3,617 3.8 % 5,766 17.8 % Other 7,588 7.9 % 1,871 5.8 % Total net revenues $ 95,571 $ 32,391 Roughly 20% of our expenses varies in connection with changes in revenue.
Year ended December 31, 2025 2024 Net revenues: Spot Radio & TV Advertising $ 67,123 50.3 % $ 61,158 64.0 % Digital 57,085 42.8 % 20,291 21.2 % Syndication 2,348 1.8 % 2,917 3.1 % Events and Sponsorships 1,141 0.9 % 3,617 3.8 % Other 5,640 4.2 % 7,588 7.9 % Total net revenues $ 133,336 $ 95,571 Roughly 20% of our expenses varies in connection with changes in revenue.
Revenue, Operating expenses and Segment Operating Loss for our Video Segment were as follows: Video Segment (Dollars in thousands) 2024 2023 Net Revenues $ 38,037 $ — Operating Expenses 52,910 — Segment Operating Loss $ (14,873) $ — All Revenue and Operating expenses from our Video Segment in 2024 were due to the Estrella Acquisition.
Revenue, Operating expenses and Segment Operating Loss for our Video Segment were as follows: Video Segment (Dollars in thousands) 2025 2024 Net Revenues $ 78,590 $ 38,037 Segment Operating Expenses 91,371 52,909 Segment Operating Loss $ (12,781) $ (14,872) All Revenue and Operating expenses from our Video Segment for the years ended December 31, 2025 and December 31, 2024 were due to the Estrella Acquisition.
Cash used in continuing financing activities was $1.2 million for the year ended December 31, 2023, primarily attributable to repurchases of our Class A common stock of $0.8 million and settlement of tax withholding obligations of $0.4 million.
Financing Activities Cash used in financing activities was $1.0 million for the year ended December 31, 2025, primarily attributable to finance lease principal payments and settlement of tax withholding obligations.
Inflation Inflation is a factor in our business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for employee compensation, equipment, and third party services.
Inflation has affected our performance in terms of higher costs for employee compensation, equipment, and third party services.
We do not amortize indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired.
We do not amortize indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. Under Accounting Standards Codification (“ASC”) 350-30, each FCC broadcast license is generally considered a separate unit of account for impairment testing.
The Company aggregates broadcast licenses for impairment testing if their signals are simulcast and/or are operating as one revenue-producing asset. For the years ended December 31, 2024 and 2023, we completed our annual impairment tests on October 1 of each year and will continue to perform our assessments on this date in future years.
These two licenses are therefore aggregated and tested as one unit of account for impairment proposes. For the years ended December 31, 2025 and 2024, we completed our annual impairment tests on October 1 of each year and will continue to perform our assessments on this date in future years.
As part of its business strategy, the Company continually evaluates potential acquisitions of businesses that it believes hold promise for long-term appreciation in value and leverage our strengths.
Subsequent to year-end, the Company obtained an amendment that extended the maturity of $5.0 million of debt previously due in May 2026 to July 2026. As part of its business strategy, the Company continually evaluates potential acquisitions of businesses it believes hold promise for long-term appreciation and that can leverage our strengths.
After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. 29 Table of Contents RESULTS OF OPERATIONS Executive Summary The following discussion and analysis of the financial condition and results of operations of MediaCo Holding Inc. and its consolidated subsidiaries should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein.
RESULTS OF OPERATIONS Executive Summary The following discussion and analysis of the financial condition and results of operations of MediaCo Holding Inc. and its consolidated subsidiaries should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein.
However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.
In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions.
Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control.
Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take then-current economic conditions into consideration.
Operating loss: See “Net revenues,” “Operating expenses excluding depreciation and amortization,” “Corporate expenses,” “Depreciation and amortization,” and “Loss on disposal of assets” above. Interest expense, net: Interest expense increased during the year ended December 31, 2024 due to the additional long-term debt related to the Estrella Acquisition.
Loss on disposal of assets: The increase in loss on disposal of assets for year ended December 31, 2025 primarily due to the disposal of certain fixed assets, while there were minimal disposals in 2024. Operating loss: See “Net revenues,” “Operating expenses excluding depreciation and amortization,” “Corporate expenses,” “Depreciation and amortization,” and “Loss on disposal of assets” above.
Operating expenses excluding depreciation and amortization expense: Operating expenses excluding depreciation and amortization expense increased during the year ended December 31, 2024 primarily due to the Estrella Acquisition and to a lesser degree to increased information technology costs.
Operating expenses excluding depreciation and amortization expense: Operating expenses excluding depreciation and amortization expense increased during the year ended December 31, 2025.
Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the year ended December 31, 2024 would have changed by $0.5 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure.
As of December 31, 2025, approximately 53% of our aggregate principal amount of long-term debt bore interest at floating 36 Table of Contents rates. Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the year ended December 31, 2025 would have changed by $1.4 million.
Revenue, Operating expenses and Segment Operating Loss for our Audio Segment were as follows: Audio Segment (Dollars in thousands) 2024 2023 Net Revenues $ 57,534 $ 32,391 Operating Expenses 59,009 33,727 Segment Operating Loss $ (1,475) $ (1,336) Revenue from our Audio Segment increased $25.1 million compared to 2023, primarily as a result of the Estrella Acquisition.
Revenue, Operating expenses and Segment Operating Loss for our Audio Segment were as follows: Audio Segment (Dollars in thousands) 2025 2024 Net Revenues $ 54,746 $ 57,534 Segment Operating Expenses 59,441 59,009 Segment Operating Loss $ (4,694) $ (1,475) Revenue from our Audio Segment decreased $2.8 million compared to 2024, primarily driven by a $2.4 million decline in Events and Sponsorship revenue and a $2.0 million decrease in Other revenue.
Significant management judgment is required in estimating fair values in our impairment reviews and in the creation of forecasts of future operating results that are used in the discounted cash flow method of valuation.
The goodwill impairment assessment requires significant management judgment, particularly in estimating the fair value of reporting units and developing forecasts of future operating results used in discounted cash flow analyses.
LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are cash provided by operations and our At Market Issuance Sales Agreements. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, and acquisitions.
LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are cash flows generated from operations. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital requirements, and strategic acquisitions. As of December 31, 2025, the Company’s liquidity position is constrained by its working capital deficit and upcoming debt maturities.
The income approach is performed using a discounted cash flow method to determine the fair value of each reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company will recognize an impairment charge equal to the difference in the statement of operations.
If the carrying value of a reporting unit exceeds its estimated fair value, an impairment charge is recognized for the amount of the excess in the statement of operations. Fair value is generally estimated using a combination of an income approach and a market approach.
Operating expenses from our Audio Segment increased $25.3 million compared to the prior year, driven primarily by the Estrella Acquisition. Video Segment The Company’s Video Segment (formerly “EM-VD”) includes the results of EstrellaTV network and all of the Estrella MediaCo television operations, including digital.
Video Segment The Company’s Video Segment includes the results of EstrellaTV network and all of the Estrella MediaCo television operations, including digital.
These increases were partially offset by lower production costs for our annual Summer Jam concert, lower lease costs as our new office lease commenced in February 2023 and the prior office lease did not terminate until the third quarter of 2023, lower employee costs and lower professional service fees. 31 Table of Contents Corporate expenses: The increase in corporate expenses for the year ended December 31, 2024 was primarily due to higher professional service fees driven by work related to the Estrella Acquisition, the debt amendment and other corporate matters, partially offset by lower salary and stock based compensation expenses.
These increases were partially offset by decreases of $1.8 million in employee-related expenses and $2.8 million in advertising and promotional spending. 32 Table of Contents Corporate expenses: The decrease in corporate expenses for the year ended December 31, 2025 was primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year, partially offset by onetime nonrecurring fees.
Hispanic audiences. • Net Revenue of $95.6 million increased $63.2 million, or 195%, during 2024 compared to Net Revenue of $32.4 million in 2023. • Digital and streaming initiatives saw meaningful growth, with revenue from digital platforms increasing 452% year-over-year, supported by expanded over-the-top distribution and social monetization. • Operating loss of $28.2 million increased $21.4 million, or 316%, during 2024 compared to Operating loss of $6.8 million in 2023. • Net loss of $1.3 million decreased $6.1 million, or 82%, during 2024 compared to Net loss of $7.4 million in 2023. • Cash flows used in operating activities of $19.9 million increased $14.3 million, or 257%, during 2024 compared to 2023. • Adjusted EBITDA for 2024 was $(2.2) million, remaining relatively consistent with Adjusted EBITDA of $(2.2) million in 2023. • Integration of Estrella operations progressed in line with expectations, with initial cost synergies realized in the second half of 2024 and further efficiencies anticipated in 2025. 30 Table of Contents Consolidated Operating Data The following table sets forth a summary of the Company’s continuing operations for the years ended December 31, and each component of operating expense as a percentage of net revenue: 2024 2023 (Dollars in thousands) Amount % Amount % NET REVENUES $ 95,571 100 $ 32,391 100 OPERATING EXPENSES: Operating expenses excluding depreciation and amortization expense 106,650 112 32,633 101 Corporate expenses 11,859 12 5,451 17 Depreciation and amortization 5,258 6 568 2 Loss on disposal of assets 10 — 526 2 Total operating expenses 123,777 39,178 OPERATING LOSS $ (28,206) $ (6,787) Year ended December 31, 2024 compared to year ended December 31, 2023 The following discussion refers to the Company’s continuing operations.
As a result of this transaction, Estrella became a wholly owned subsidiary of the Company and has been fully consolidated since that date. • Net Revenue of $133.3 million increased $37.8 million, or 40%, during 2025 compared to Net Revenue of $95.6 million in 2024. • Digital and streaming initiatives saw meaningful growth, with revenue from digital platforms increasing 181% year-over-year, supported by expanded over-the-top distribution and social monetization. • Operating loss of $24.8 million decreased $3.4 million, or 12%, during 2025 compared to Operating loss of $28.2 million in 2024. • Net loss of $66.2 million increased $64.9 million, or 4986%, during 2025 compared to Net loss of $1.3 million in 2024. • Cash flows provided by operating activities of $2.0 million increased $21.8 million, or 110%, during 2025 compared to 2024. • Adjusted EBITDA for 2025 was $7.3 million, an increase of $8.9 million or 558%, during 2025 compared to an Adjusted EBITDA loss of $1.6 million in 2024. 31 Table of Contents • Integration of Estrella operations progressed in line with expectations, with initial cost synergies realized in the second half of 2024 and further efficiencies in 2025.
We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so. As part of the Estrella Acquisition integration, in the twelve months ended December 31, 2024, we developed a plan to close and relocate certain studio and marketing operations.
As part of the Estrella Acquisition integration, we developed a plan to close and relocate certain studio and marketing operations.
These include, but are not limited to, estimates and assumptions regarding (1) our future cash flows, revenue, and other profitability measures such as EBITDA, (2) the long-term growth rate of our business, and (3) the determination of our weighted-average cost of capital, which is a factor in determining the discount rate.
Key assumptions used in these analyses include projected future cash flows, revenue and profitability measures such as EBITDA, long-term growth rates, and the weighted-average cost of capital used to determine discount rates. These assumptions are based on historical performance, expected market conditions, industry trends, and other factors management believes are reasonable under the circumstances.
FCC Licenses As of December 31, 2024, we have recorded approximately $166.0 million for FCC licenses, which represents approximately 51% of our total assets. We would not be able to operate our TV and radio stations without the related FCC license for each property.
We would not be able to operate our TV and radio stations without the related FCC license for each property. FCC broadcast licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements.
Corporate and other Operating expenses related to Corporate and other increased to $11.9 million for the year ended December 31, 2024 compared to $5.5 million for the year ended December 31, 2023 primarily due to the Estrella Acquisition. 33 Table of Contents Non-GAAP Financial Measures Reconciliations of Net Loss to EBITDA and Adjusted EBITDA (1) Year ended December 31, (Dollars in thousands) 2024 2023 Net Loss from Continuing Operations $ (1,302) $ (7,421) Provision for income taxes (320) (308) Interest expense, net 11,137 426 Depreciation and amortization 5,258 568 EBITDA $ 14,774 $ (6,735) Loss on disposal of assets 10 526 Change in fair value of warrant shares liability (38,360) — Other Income (2) (100) Other adjustments 21,350 4,075 Adjusted EBITDA (1) $ (2,228) $ (2,234) (1) We define Adjusted EBITDA as consolidated Operating loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual and non-recurring expenditures and non-cash compensation included within operating expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Loss on disposal of assets, change in fair value of warrant shares liability and Other income.
Adjusted EBITDA is defined as net loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual or non-recurring expenditures, non-cash items and non-cash compensation included within operating expenses, as well as depreciation and amortization, loss on disposal of assets, change in fair value of warrant shares liability and other income, as presented in the Company’s Consolidated Statements of Operations.
While the Federal Reserve has signaled a bias toward eventually lowering rates further it has also indicated that additional rate increases in the future may be necessary if inflation remains elevated, and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate, or that it will reduce the current rate, in the future.
While the Federal Reserve has expressed an expectation that interest rates may decline further over time, future monetary policy decisions will remain data dependent. Accordingly, there can be no assurance that the Federal Reserve will continue to lower rates, or that it will not increase the federal funds rate in the future if inflation or other economic conditions warrant.
Deferred Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns.
Below are some of the key assumptions used in our income method annual impairment assessments and our quantitative impairment test as of December 31, 2025 due to a significant decline in the Company’s stock price during the fourth quarter of 2025: December 31, 2025 October 1, 2025 October 1, 2024 Discount Rate 8.9% 9.1% 12.5% Long-term Revenue Growth Rate 0.4% (0.1)% 0.5% Mature Market Share 0.2% 0.2% 11.3% Operating Profit Margin 10.0% 10.0-26.7% 23.2-29.2% Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns.
Impairment of Indefinite-lived and Long-lived Assets We review the carrying value of long-lived assets (both intangible and tangible) for potential impairment on a periodic basis and whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable.
Below are some of the key assumptions used in our quantitative impairment assessment which utilizes a combination of an income approach and a market approach as of December 31, 2025: December 31, 2025 Audio Video Discount Rate 12.9 % 11.4 % Long-term Revenue Growth Rate 0.6 % 1.2 % Long-lived Assets We evaluate the carrying value of our long-lived assets, including both intan gible and tangible assets, for impairmen t whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.
Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating loss and compared with consolidated net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.
Because Adjusted EBITDA excludes certain items that affect operating loss and net loss, it should not be considered as an indication of the Company’s ability to generate cash flows sufficient to fund its liquidity needs. Users of this measure should carefully consider the nature of the adjustments included in the calculation.
Removed
On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which are wholly owned direct and indirect subsidiaries of MediaCo, entered into an asset purchase agreement with The Lamar Company, L.L.C., a Louisiana limited liability company, pursuant to which we sold our Fairway outdoor advertising business to The Lamar Company, L.L.C.
Added
As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths. We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so.
Removed
The transactions contemplated by the asset purchase agreement closed as of the date of the agreement.
Added
MediaCo has been adversely affected by rising interest rates in the financial markets, creating uncertainty around our variable-rate First Lien Term Loan and Second Lien Term Loan. Although the Federal Reserve reduced its benchmark federal funds rate several times in 2024 and 2025, it anticipates only modest additional easing in 2026 reflecting continued uncertainty about inflation and labor market dynamics.
Removed
We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of income for all periods presented as the sale represented a strategic shift in our business that had a major effect on our operations and financial results.
Added
We believe that our critical accounting policies are those described below. 28 Table of Contents Asset Impairment Goodwill Goodwill impairment is assessed at the reporting unit level by comparing the fair value of each reporting unit to its carrying value.
Removed
Unless otherwise noted, discussion in management's discussion and analysis refers to the Company's continuing operations.
Added
Under the income approach, fair value is estimated using a discounted cash flow methodology based on projected future operating results. Under the market approach, fair value is estimated by applying appropriate market multiples derived from comparable companies or transactions to the reporting unit’s financial metrics.
Removed
MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest accrued and paid on the Emmis Convertible Promissory Note to increase prior to its maturity in November 2024 as well as providing uncertainty on our First Lien Term Loan and Second Lien Term Loan, which have variable interest rates.
Added
Goodwill is reviewed for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company performs its annual impairment assessment as of October 1.
Removed
Although the Federal Reserve has cut its benchmark rate several times in 2024 it has indicated a slower pace of rate reductions in 2025 due to persistent inflationary pressures.
Added
As of October 1, 2025 , the Company performed a qualitative assessment for its audio and video reporting units and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount.
Removed
However, the Company has applied the provisions of Accounting Standards Codification (“ASC”) 350-30 to certain of its broadcast licenses, which states that separately recorded indefinite-lived intangible assets should be combined into a single unit of account for purposes of testing impairment if they are operated as a single asset and, as such, are essentially inseparable from one another.
Added
Due to a significant decline in the Company’s stock price during the fourth quarter of 2025 , the Company identified a triggering event and performed quantitative impairment tests as of December 31, 2025 for both reporting units.
Removed
The projections incorporated into our license valuations take then current economic conditions into consideration.
Added
Based on the quantitative testing, the Company determined that the fair value of the audio reporting unit was less than its carrying amount and recorded a goodwill impairment charge of $19.9 million; no impairment was identified for the video reporting unit.
Removed
The Company performed a qualitative assessment of impairment as of October 1, 2024 for the FCC licenses associated with the Estrella Acquisition and determined that there were no material changes to any of the factors considered in the April 2024 valuation that would trigger an impairment charge. 28 Table of Contents Below are some of the key assumptions used in our income method annual impairment assessments.
Added
We estimated the reporting unit’s fair value on a going concern basis in the context of a potential asset sale transaction based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which based the valuation on earnings multiples of comparable publicly traded digital media businesses.
Removed
Long-term growth rates in the New York market in which we operate are based on recent industry trends and our expectations for the market going forward.
Added
The estimated fair value of the Company’s reporting units is sensitive to changes in key assumptions, including projected cash flows, long-term growth rates, and discount rates. As of December 31, 2025 , the audio reporting unit was fully written down to its estimated fair value of zero.
Removed
October 1, 2024 October 1, 2023 Discount Rate 12.5% 12.7% Long-term Revenue Growth Rate 0.5% 0.5% Mature Market Share 11.3% 10.8% Operating Profit Margin 23.2-29.2% 22.9-29.0% Acquisitions and Fair Value We account for the assets acquired and liabilities assumed in an acquisition based on their respective fair values as of the acquisition date.
Added
In contrast, the video reporting unit’s estimated fair value exceeded its carrying amount of $8.4 million by 1 1.1%, mak ing it less sensitive to reasonably possible changes in key assumptions.
Removed
The excess of the fair value of the consideration transferred over the fair value of the acquired net assets, when applicable, is recorded as goodwill. The judgments made in determining estimated fair values assigned to assets acquired, liabilities assumed, and consideration transferred in a business combination, as well as estimated asset lives, can materially affect our consolidated financial statements.
Added
While decreases in projected cash flows or growth rates, or increases in discount rates, would reduce estimated fair values, the extent of such changes would need to be significant to result in impairment for the video reporting unit. Because these assumptions are interrelated, changes in one may be accompanied by changes in others, and the combined effect could be material.
Removed
The fair values of intangible assets are determined using information available at the acquisition date based on expectations and assumptions that are deemed reasonable by management. These fair value estimates require significant judgment with respect to expected future revenue and cash flows, expected future growth rates, and estimated discount rates.
Added
Actual results may differ materially from the assumptions used in the Company’s impairment assessments.
Removed
Such estimates and assumptions are determined based upon our business plans, general economic conditions, audience behavior, and numerous other variables. Depending on the facts and circumstances, we may deem it necessary to engage an independent valuation expert to assist in valuing significant assets and liabilities.
Added
If the carrying value exceeds the projected undiscounted cash flows, the asset or asset group is considered not recoverable and an impairment loss is recognized for the amount by which the carrying value exceeds fair value, which is generally determined using a discounted cash flow analysis. Following recognition of an impairment loss, the asset’s carrying value is adjusted accordingly.
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