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What changed in URBAN ONE, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of URBAN ONE, 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.

+430 added−365 removedSource: 10-K (2026-03-20) vs 10-K (2025-03-27)

Top changes in URBAN ONE, INC.'s 2025 10-K

430 paragraphs added · 365 removed · 259 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

45 edited+26 added−18 removed65 unchanged
Biggest changeUrban One Market Data Market Number of Stations* Entire Audience Four Book Average Audience Share (1) Ranking by Size of African-American Population Persons 12+ (2) Estimated Fall 2024 Metro Population Persons 12+ FM AM HD LP/TV ** Total (millions) African- American % Atlanta 4 1 15.8 2 5.3 37 Washington, DC 4 2 10.8 3 5.2 27 Dallas 2 4.2 5 7.0 18 Houston 5 4 19.0 6 6.5 19 Philadelphia 2 2 5.4 7 4.8 20 Baltimore 2 2 1 15.0 11 2.5 31 Charlotte 5 1 1 19.2 12 2.6 23 Raleigh-Durham 4 16.2 17 1.8 21 Cleveland 2 2 1 12.1 21 1.8 20 Richmond 4 2 17.1 26 1.1 28 Columbus 5 1 7.9 25 1.8 18 Indianapolis 5 1 2 1 36.0 30 1.7 18 Cincinnati 2 1 1 5.1 33 1.9 14 Total 46 11 13 2 (1) Audience share data are for the 12+ demographic and derived from the Nielsen Survey ending with the Fall 2024 Nielsen Survey (2) Population estimates are from the Nielsen Radio Market Survey Population, Rankings and Information, Fall 2024 *19 non-independently formatted HD stations and 14 non-independently formatted translators owned and operated by the Company are not included in the above station count.
Biggest changeUrban One Market Data Market Number of Stations* Entire Audience Four Book Average Audience Share (1) Ranking by Size of African-American Population Persons 12+ (2) Estimated Fall 2025 Metro Population Persons 12+ FM AM HD Total (millions) African- American % Atlanta 4 2 13.8 2 5.4 37.1 % Washington, DC 4 2 7.7 3 5.3 26.9 % Dallas 2 3.9 5 7.2 18.0 % Houston 5 4 21.5 6 6.8 19.0 % Philadelphia 2 2 5.0 7 4.8 20.5 % Baltimore 2 2 1 14.8 11 2.5 30.9 % Charlotte 5 2 1 19.6 12 2.7 23.1 % Raleigh-Durham 4 14.6 18 1.9 20.7 % Cleveland 2 2 2 11.1 22 1.8 19.9 % Columbus 5 8.4 24 1.8 19.0 % Richmond 4 2 18.1 27 1.2 28.6 % Indianapolis 5 1 3 39.2 29 1.7 18.5 % Cincinnati 2 1 1 6.5 33 2.0 13.9 % Total 46 12 16 (1) Audience share data are for the 12+ demographic and derived from the Nielsen Survey ending with the Fall 2025 Nielsen Survey.
You may obtain through our internet website, free of charge, copies of our proxies, annual reports on Form 10-K and 10-K/A, quarterly reports on Form 10-Q and Form 10-Q/A, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
You may obtain through our internet website, free of charge, copies of our proxies, annual reports on Form 10-K, quarterly reports on Form 10-Q and Form 10-Q/A, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
Advertising rates charged by radio stations are based primarily on: • a radio station’s audience share within the demographic groups targeted by the advertisers; • the number of radio stations in the market competing for the same demographic groups; and • the supply and demand for radio advertising time.
Advertising rates charged by radio stations are based primarily on: • a radio station’s audience share within a market and/or the demographic groups targeted by the advertisers; • the number of radio stations in the market competing for the same demographic groups; and • the supply and demand for radio advertising time.
Market Station Call Letters Year of Acquisition FCC Class Power Kilowatts HAAT in Meters Broadcasting Frequency License Expiration Date Atlanta WUMJ-FM 1999 C3 8.5 165 97.5 MHz 4/1/2028 WAMJ-FM 1999 C2 33 185 107.5 MHz 4/1/2028 WHTA-FM 2002 C2 35 177 107.9 MHz 4/1/2028 WPZE-FM 1999 A 3 143 102.5 MHz 4/1/2028 Washington, DC WOL-AM 1980 C 0.4 N/A 1450 kHz 10/1/2027 WMMJ-FM 1987 A 2.9 146 102.3 MHz 10/1/2027 WKYS-FM 1995 B 24.5 215 93.9 MHz 10/1/2027 WPRS-FM 2008 B 20.0 244 104.1 MHz 10/1/2027 WYCB-AM 1998 C 1.0 N/A 1340 kHz 10/1/2027 WDCJ-FM 2017 A 2.2 169 92.7 MHz 10/1/2027 Philadelphia WRNB-FM 2000 B 12.5 302.0 100.3 MHz 8/1/2030 WPPZ-FM 2004 A 0.8 276.0 107.9 MHz 6/1/2030 15 Table of Contents Houston KMJQ-FM 2000 C 100 524 102.1 MHz 8/1/2029 KKBQ-FM 2023 C 100 585 92.9 MHz 8/1/2029 KBXX-FM 2000 C 100 585 97.9 MHz 8/1/2029 KHPT-FM 2023 C 100 579 106.9 MHz 8/1/2029 KGLK-FM 2023 C 98 601 107.5 MHz 8/1/2029 Dallas KBFB-FM 2000 C 100 574 97.9 MHz 8/1/2029 KZMJ-FM 2001 C 100 591 94.5 MHz 8/1/2029 Baltimore WWIN-AM 1992 C 0.5 N/A 1400 kHz 10/1/2027 WWIN-FM 1992 A 3 91 95.9 MHz 10/1/2027 WOLB-AM 1993 D 0.3 N/A 1010 kHz 10/1/2027 WERQ-FM 1993 B 37 173 92.3 MHz 10/1/2027 Charlotte WFNZ-FM 2000 C3 10.5 154 92.7 MHz 12/1/2027 WPZS-FM 2004 A 6 94 100.9 MHz 12/1/2027 WOSF-FM 2014 C1 51 395 105.3 MHz 12/1/2027 WBT-FM 2021 C3 7.7 182 99.3 MHz 12/1/2027 WBT-AM 2021 A 50 N/A 1110 kHz 12/1/2027 WFNZ-AM 2021 B 5 N/A 610 kHz 12/1/2027 WLNK-FM 2021 C 100 516 107.9 MHz 12/1/2027 Cleveland WJMO-AM 1999 B 5 N/A 1300 kHz 10/1/2028 WENZ-FM 1999 B 16 272 107.9 MHz 10/1/2028 WZAK-FM 2000 B 27.5 189 93.1 MHz 10/1/2028 WERE-AM 2000 C 1 N/A 1490 kHz 10/1/2028 Raleigh-Durham WQOK-FM 2000 C2 50 146 97.5 MHz 12/1/2027 WFXK-FM 2000 C1 100 299 104.3 MHz 12/1/2027 WFXC-FM 2000 C3 13 141 107.1 MHz 12/1/2027 WNNL-FM 2000 C3 7.9 176 103.9 MHz 12/1/2027 Richmond WPZZ-FM 1999 C1 100 299 104.7 MHz 10/1/2027 WCDX-FM 2001 B1 4.5 235 92.1 MHz 10/1/2027 WKJM-FM 2001 A 6 100 99.3 MHz 10/1/2027 WKJS-FM 2001 A 2.3 162 105.7 MHz 10/1/2027 WTPS-AM 2001 C 1 N/A 1240 kHz 10/1/2027 WXGI-AM 2017 D 3.9 N/A 950 kHz 10/1/2027 Columbus WCKX-FM 2001 A 1.9 126 107.5 MHz 10/1/2028 WJYD-FM 2001 A 6 99 106.3 MHz 10/1/2028 WXMG-FM 2016 B 21 232 95.5 MHz 10/1/2028 WWLG-FM 2016 A 6 100 107.1 MHz 10/1/2028 Indianapolis WTLC-FM 2000 A 6 99 106.7 MHz 8/1/2028 WHHH-FM 2000 A 6 100 100.9 MHz 8/1/2028 16 Table of Contents WTLC-AM 2001 B 5 N/A 1310 kHz 8/1/2028 WIBC-FM 2022 B 13.5 302 93.1 MHz 8/1/2028 WYXB-FM 2022 B 50 150 105.7 MHz 8/1/2028 WLHK-FM 2022 B 23 223 97.1 MHz 8/1/2028 Cincinnati WIZF-FM 2001 A 2.5 155 101.1 MHz 8/1/2028 WDBZ-AM 2007 C 1 N/A 1230 kHz 10/1/2028 WOSL-FM 2006 A 3.1 141 100.3 MHz 10/1/2028 To obtain the FCC’s prior consent to assign or transfer control of a broadcast license, an appropriate application must be filed with the FCC.
Market Station Call Letters Year of Acquisition FCC Class Power Kilowatts HAAT in Meters Broadcasting Frequency License Expiration Date Atlanta WUMJ-FM 1999 C3 8.5 165 97.5 MHz 4/1/2028 WAMJ-FM 1999 C2 33 185 107.5 MHz 4/1/2028 WHTA-FM 2002 C2 35 177 107.9 MHz 4/1/2028 WPZE-FM 1999 A 3 143 102.5 MHz 4/1/2028 Washington, DC WOL-AM 1980 C 0.37 N/A 1450 kHz 10/1/2027 WMMJ-FM 1987 A 2.9 146 102.3 MHz 10/1/2027 WKYS-FM 1995 B 24.5 215 93.9 MHz 10/1/2027 WPRS-FM 2008 A 2.15 169 92.7 MHz 10/1/2027 WYCB-AM 1998 C 1.0 N/A 1340 kHz 10/1/2027 WLNO-FM 2017 B 20.0 244 104.1 MHz 10/1/2027 Philadelphia WRNB-FM 2000 B 12.5 302.0 100.3 MHz 8/1/2030 WPPZ-FM 2004 A 0.78 276.0 107.9 MHz 6/1/2030 Houston KMJQ-FM 2000 C 100 524 102.1 MHz 8/1/2029 KKBQ-FM 2023 C 100 585 92.9 MHz 8/1/2029 KBXX-FM 2000 C 100 585 97.9 MHz 8/1/2029 KHPT-FM 2023 C 100 579 106.9 MHz 8/1/2029 15 T able of Contents KGLK-FM 2023 C 98 601 107.5 MHz 8/1/2029 Dallas KBFB-FM 2000 C 100 574 97.9 MHz 8/1/2029 KZMJ-FM 2001 C 100 591 94.5 MHz 8/1/2029 Baltimore WWIN-AM 1992 C 0.5 N/A 1400 kHz 10/1/2027 WWIN-FM 1992 A 3 91 95.9 MHz 10/1/2027 WOLB-AM 1993 D 0.03 N/A 1010 kHz 10/1/2027 WERQ-FM 1993 B 37 173 92.3 MHz 10/1/2027 Charlotte WFNZ-FM 2000 C3 10.5 154 92.7 MHz 12/1/2027 WLNK-FM 2004 A 6 94 100.9 MHz 12/1/2027 WOSF-FM 2014 C1 51 395 105.3 MHz 12/1/2027 WMXG-FM 2021 C3 7.7 182 99.3 MHz 12/1/2027 WBT-AM 2021 A 50 N/A 1110 kHz 12/1/2027 WPZS-AM 2021 B 5 N/A 610 kHz 12/1/2027 WBT-FM 2021 C 100 516 107.9 MHz 12/1/2027 Cleveland WJMO-AM 1999 B 5 N/A 1300 kHz 10/1/2028 WENZ-FM 1999 B 16 272 107.9 MHz 10/1/2028 WZAK-FM 2000 B 27.5 189 93.1 MHz 10/1/2028 WERE-AM 2000 C 1 N/A 1490 kHz 10/1/2028 Raleigh-Durham WQOK-FM 2000 C2 50 146 97.5 MHz 12/1/2027 WFXK-FM 2000 C1 100 299 104.3 MHz 12/1/2027 WFXC-FM 2000 C3 13 141 107.1 MHz 12/1/2027 WNNL-FM 2000 C3 7.9 176 103.9 MHz 12/1/2027 Richmond WPZZ-FM 1999 C1 100 299 104.7 MHz 10/1/2027 WCDX-FM 2001 B1 4.5 235 92.1 MHz 10/1/2027 WKJM-FM 2001 A 6 100 99.3 MHz 10/1/2027 WKJS-FM 2001 A 2.3 162 105.7 MHz 10/1/2027 WDCJ-AM 2001 C 1 N/A 1240 kHz 10/1/2027 WXGI-AM 2017 D 3.9 N/A 950 kHz 10/1/2027 Columbus WCKX-FM 2001 A 1.9 126 107.5 MHz 10/1/2028 WJYD-FM 2001 A 6 99 106.3 MHz 10/1/2028 WXMG-FM 2016 B 21 232 95.5 MHz 10/1/2028 WWLG-FM 2016 A 6 100 107.1 MHz 10/1/2028 Indianapolis WTLC-FM 2000 A 6 99 106.7 MHz 8/1/2028 WHHH-FM 2000 A 6 100 100.9 MHz 8/1/2028 WTLC-AM 2001 B 5 N/A 1310 kHz 8/1/2028 WIBC-FM 2022 B 13.5 302 93.1 MHz 8/1/2028 WYXB-FM 2022 B 50 150 105.7 MHz 8/1/2028 WLHK-FM 2022 B 23 223 97.1 MHz 8/1/2028 16 T able of Contents Cincinnati WIZF-FM 2001 A 2.5 155 101.1 MHz 8/1/2028 WDBZ-AM 2007 C 1 N/A 1230 kHz 10/1/2028 WOSL-FM 2006 A 3.1 141 100.3 MHz 10/1/2028 To obtain the FCC’s prior consent to assign or transfer control of a broadcast license, an appropriate application must be filed with the FCC.
The following table sets forth information with respect to each of our radio stations for which we held the license as of December 31, 2024. Stations which we did not own as of December 31, 2024, but operated under an LMA, are not reflected on this table. A broadcast station’s market may be different from its community of license.
The following table sets forth information with respect to each of our radio stations for which we held the license as of December 31, 2025. Stations which we did not own as of December 31, 2025, but operated under an LMA, are not reflected on this table. A broadcast station’s market may be different from its community of license.
ITEM 1. BUSINESS Overview Urban One, Inc., a Delaware corporation, and its subsidiaries (collectively, “Urban One,” the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners.
ITEM 1. BUSINESS Overview Urban One, Inc., a Delaware corporation, and its subsidiaries (collectively, “Urban One”, the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise, which is the largest radio broadcasting operation that primarily targets African-American and urban listeners.
We cannot predict what changes, if any, might be adopted or considered in the future, or what impact, if any, the implementation of any particular proposals or changes might have on our business. FCC License Grants and Renewals . In making licensing determinations, the FCC considers an applicant’s legal, technical, character and other qualifications.
We cannot predict what changes, if any, might be adopted or considered in the future, or what impact, if any, the implementation of any particular proposals or changes, including deregulation, might have on our business. FCC License Grants and Renewals . In making licensing determinations, the FCC considers an applicant’s legal, technical, character and other qualifications.
The FCC’s rules provide that these grandfathered combinations may not be sold intact except to certain “eligible entities”, which the FCC defines as entities qualifying as a small business consistent with Small Business Administration standards. The media ownership rules are subject to review by the FCC every four years.
The FCC’s rules provide that these grandfathered combinations may not be sold intact except to certain “eligible entities”, which the FCC defines as entities qualifying as a small business consistent with Small Business Administration standards. The media ownership rules are subject to review by the FCC every 4 years.
Failure to observe these or other rules and regulations can result in the imposition of various sanctions, including fines or conditions, the grant of “short” (less than the maximum eight year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.
Failure to observe these or other rules and regulations can result in the imposition of various sanctions, including fines or conditions, the grant of “short” (less than the maximum 8 year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.
Federal Regulation of Radio Broadcasting The radio broadcasting industry is subject to extensive and changing regulation by the FCC and other federal agencies of ownership, programming, technical operations, employment and other business practices. The FCC regulates radio broadcast stations pursuant to the Communications Act of 1934, as amended (the “Communications Act”).
Federal Regulation of Radio Broadcasting The radio broadcasting industry is subject to extensive and changing regulation by the Federal Communications Commissions (“FCC”) and other federal agencies of ownership, programming, technical operations, employment and other business practices. The FCC regulates radio broadcast stations pursuant to the Communications Act of 1934, as amended (the “Communications Act”).
Stations also must follow FCC rules and policies regulating political advertising, obscene or indecent programming, sponsorship identification, contests and lotteries and technical operation, including limits on human exposure to radio frequency radiation. 18 Table of Contents The FCC requires that licensees not discriminate in hiring practices on the basis of race, color, religion, national origin or gender.
Stations also must follow FCC rules and policies regulating political advertising, obscene or indecent programming, sponsorship identification, contests and lotteries and technical operation, including limits on human exposure to radio frequency radiation. 18 T able of Contents The FCC requires that licensees not discriminate in hiring practices on the basis of race, color, religion, national origin or gender.
A radio station’s listenership is measured by the Portable People Meter™ (the “PPM™”) system or diary ratings surveys, both of which estimate the number of listeners tuned to a radio station and the time they spend listening to that radio station.
A radio station’s listenership is measured by the Portable People Meter™ system or diary ratings surveys, both of which estimate the number of listeners tuned to a radio station and the time they spend listening to that radio station.
Compensation Committee Charter. Our Board of Directors has adopted a compensation committee charter. We will provide a paper copy of the compensation committee charter, free of charge, upon request. 19 Table of Contents Internet Address and Internet Access to SEC Reports Our internet address is www.urban1.com.
Compensation Committee Charter. Our Board of Directors has adopted a compensation committee charter. We will provide a paper copy of the compensation committee charter, free of charge, upon request. 19 T able of Contents Internet Address and Internet Access to SEC Reports Our internet address is www.urban1.com.
Other media companies which are larger and have more resources may also enter or increase their presence in markets or segments in which we operate. Although we believe our media properties are well positioned to compete, we cannot assure you that our properties will maintain or increase their current ratings, market share or advertising revenue.
Other media companies which are larger and have more resources may also enter or increase their presence in markets or segments in which we operate, particularly if deregulation occurs. Although we believe our media properties are well positioned to compete, we cannot assure you that our properties will maintain or increase their current ratings, market share or advertising revenue.
Our Digital and Cable Television segments compete for the time and attention of internet users and viewers and, thus, advertisers and advertising revenues with a wide range of internet companies such as Amazon™, Netflix™, Yahoo!™, Google™, and Microsoft™, with social networking sites such as Facebook™ and TikTok™ and with traditional media companies, which are increasingly offering their own digital products and services both organically and through acquisition.
Our Digital and Cable Television segments compete for the time and attention of internet users and viewers and, thus, advertisers and advertising revenues with a wide range of internet companies such as Amazon™, Netflix™, Yahoo!™, Google™, and Microsoft™, with social networking sites such as Facebook™ and TikTok™ and with traditional media companies, which are increasingly offering their own digital products and services, including short and long term content, both organically and through acquisition.
The FCC has also reinstated a requirement that broadcasters with at least five full-time employees annually report workforce composition data, including the gender, race, and ethnicity of their employees (though that requirement has not yet become effective). From time to time, complaints may be filed against any of our radio stations alleging violations of these or other rules.
The FCC has also reinstated a requirement that broadcasters with at least five full-time employees annually report workforce composition data, including the gender, race, and ethnicity of their employees (though the FCC has not yet begun collecting this data). From time to time, complaints may be filed against any of our radio stations alleging violations of these or other rules.
Our success in securing popular content and creative talent depends on various factors such as the number of competitors providing content that targets the same genre and audience, the distribution of our content, viewership, and the production, marketing and advertising support we provide. 12 Table of Contents Our TV One and CLEO TV cable television networks compete with other networks and platforms for the acquisition and distribution of content and for fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.
Our success in securing popular content and creative talent depends on various factors such as the number of competitors providing content that targets the same genre and audience, the distribution of our content, viewership, and the production, marketing and advertising support we provide. 12 T able of Contents Our TV One and CLEO TV cable television networks compete with other networks and platforms for the acquisition and distribution of content and for fees charged to cable television operators, direct to home satellite service providers, and other distributors that carry content.
We have adopted a code of ethics that applies to all of our directors, officers (including our principal financial officer and principal accounting officer) and employees and meets the requirements of the SEC and the NASDAQ Rules. Our code of ethics can be found on our website, www.urban1.com.
We have adopted a code of ethics that applies to all of our directors, officers (including our principal financial officer and principal accounting officer) and employees and meets the requirements of the SEC and the Nasdaq Rules. Our code of ethics can be found on our website, www.urban1.com/urban-one-investor-relations/.
“ERP” refers to the effective radiated power of an FM radio station. “HAAT” refers to the height above average terrain of an FM radio station antenna. The table below excludes HD Radio multicast streams and LPTV stations.
“ERP” refers to the effective radiated power of an FM radio station. “HAAT” refers to the height above average terrain of an FM radio station antenna. The table below excludes HD Radio multicast streams and Low Power TV stations.
Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 90.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up!
Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our approximately 94.6% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up!
Under the Communications Act, radio broadcast station licenses may be granted for a maximum term of eight years.
Under the Communications Act, radio broadcast station licenses may be granted for a maximum term of 8 years.
We will provide a paper copy of the code of ethics, free of charge, upon request. Audit Committee Charter. Our audit committee has adopted a charter as required by the NASDAQ Rules. This committee charter can be found on our website, www.urban1.com. We will provide a paper copy of the audit committee charter, free of charge, upon request.
We will provide a paper copy of the code of ethics, free of charge, upon request. Audit Committee Charter. Our audit committee has adopted a charter as required by the Nasdaq Rules. This committee charter can be found on our website, www.urban1.com/urban-one-investor-relations/. We will provide a paper copy of the audit committee charter, free of charge, upon request.
The balance of net revenue from our Radio Broadcasting segment is primarily derived from ticket sales, revenue related to sponsored events, management fees and other alternative revenue.
The remaining balance of net revenue from our Radio Broadcasting segment is primarily derived from ticket sales, sponsored events, management fees and other alternative revenue.
Segments As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) Radio Broadcasting; (ii) Cable Television; (iii) Reach Media; and (iv) Digital.
Segments As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) Digital; and (iv) Cable Television (See Note 18 – Segment Information of our consolidated financial stat ements . ).
(“Katz”), a firm specializing in radio advertising sales on the national level. Katz is paid agency commissions on the advertising sold. Approximately 56.0% of our net revenue from our core radio business for the year ended December 31, 2024, was generated from the sale of local advertising and approximately 35.4% from sales to national advertisers, including network/syndication advertising.
(“Katz”), a firm specializing in radio advertising sales on the national level. Katz is paid agency commissions on the advertising sold. Approximately 59.4% of our net revenue from our core radio business for the year ended December 31, 2025, was generated from the sale of local advertising and approximately 30.7% from sales to national advertisers, including network/syndication advertising.
Among other things, the FCC: • assigns frequency bands for radio broadcasting; • determines the particular frequencies, locations, operating power, interference standards, and other technical parameters for radio broadcast stations; • issues, renews, revokes and modifies radio broadcast station licenses; • imposes annual regulatory fees and application processing fees to recover its administrative costs; • establishes technical requirements for certain transmitting equipment to restrict harmful emissions; • adopts and implements regulations and policies that affect the ownership, operation, program content, employment, and business practices of radio broadcast stations; and • has the power to impose penalties, including monetary forfeitures, for violations of its rules and the Communications Act. 13 Table of Contents The Communications Act prohibits the assignment of an FCC license, or the transfer of control of an FCC licensee, without the prior approval of the FCC.
Among other things, the FCC: • assigns frequency bands for radio broadcasting; • determines the particular frequencies, locations, operating power, interference standards, and other technical parameters for radio broadcast stations; • issues, renews, revokes and modifies radio broadcast station licenses; • imposes annual regulatory fees and application processing fees to recover its administrative costs; • establishes technical requirements for certain transmitting equipment to restrict harmful emissions; • adopts and implements regulations and policies that affect the ownership, operation, program content, employment, and business practices of radio broadcast stations; and • has the power to impose penalties, including monetary forfeitures, for violations of its rules and the Communications Act.
As of December 31, 2024, we owned and/or operated 72 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations, 13 HD stations, and the 2 low power television stations we operate), located in 13 of the most populous African-American markets in the United States.
As of December 31, 2025, we owned and/or operated 76 independently formatted, revenue producing broadcast stations (including 58 FM or AM stations, 16 HD stations, and the 2 low power television stations we operate), located in 13 of the most populous African-American markets in the United States.
In December 2023, the FCC issued an order concluding its 2018 quadrennial review, which retained the local radio ownership rule without significant changes. This order has been appealed, and in addition, the FCC’s 2022 quadrennial review of its media ownership rules is currently pending.
In December 2023, the FCC issued an order concluding its 2018 quadrennial review, which retained the local radio ownership rule without significant changes. The FCC’s 2022 quadrennial review of its media ownership rules is currently pending.
Human Capital As of December 31, 2024, we employed 962 full-time employees and 434 part-time employees. Our employees are not unionized. We believe that our success largely depends upon our continued ability to attract and retain highly skilled employees.
Human Capital As of December 31, 2025, we employed 864 full-time employees and 408 part-time employees. Our employees are not unionized. We believe that our success largely depends upon our continued ability to attract and retain highly skilled employees.
In addition to being broadcast on 47 Urban One stations, our syndicated radio programming also was available on 225 non-Urban One stations throughout the United States as of December 31, 2024. 11 Table of Contents We have launched websites that simultaneously stream radio station content for each of our radio stations, and we derive revenue from the sale of advertisements on those websites.
In addition to being broadcast on 45 Urban One stations, our syndicated radio programming also was available on 211 non-Urban One stations throughout the United States as of December 31, 2025. We have launched websites that simultaneously stream radio station content for each of our radio stations, and we derive revenue from the sale of advertisements on those websites.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 38.9% of our total consolidated net revenue for the year ended December 31, 2024.
Net revenue from the operations of Reach Media, along with net revenue from the seven significant contributing radio markets, accounted for approximately 37.5% of our total consolidated net revenue for the year ended December 31, 2025.
Radio Advertising Revenue Substantially all net revenue generated from our radio franchise is generated from the sale of local, national and network advertising, which also includes low power TV revenue. Local sales are made by the sales staff located in our markets. National sales are made primarily by Katz Communications, Inc.
Radio Advertising Net Revenue More than 90% of the net revenue generated from our Radio Broadcasting segment is generated from the sale of local, national and network advertising, which also includes low power TV revenue. Local sales are made by the sales staff located in our markets. National sales are made primarily by Katz Communications, Inc.
Changes in the programming of our HD stations or translators may alter our station count from time to time ** Low power television station Market Market Rank Metro Population 2024 Format Target Demo Atlanta 7 WAMJ/WUMJ Urban AC* 25-54 WHTA Urban Contemporary 18-34 WPZE Contemporary Inspirational 25-54 WAMJ-HD2 Urban Contemporary 25-54 Washington DC 8 WKYS Urban Contemporary 18-34 WMMJ/WDCJ Urban AC* 25-54 WPRS Contemporary Inspirational 25-54 WOL-AM News/Talk 35-64 WYCB-AM Gospel 35-64 Philadelphia 9 WPPZ Adult Contemporary 25-54 8 Table of Contents WRNB Urban Contemporary 25-54 WPPZ-HD2 Contemporary Inspirational 25-54 WRNB-HD2 Urban AC* 25-54 Houston 6 KBXX Urban Contemporary 18-34 KMJQ Urban AC* 25-54 KKBQ Country 25-54 KGLK/KHPT Classic Rock 25-54 KMJQ HD2 Contemporary Inspirational 25-54 WGLK HD2 Variety 80s/90s 25-54 KKBQ HD 2 Country Legends 25-54 KKBQ HD 3 Texas Country 25-54 Dallas 4 KBFB Urban Contemporary 18-34 KZMJ Urban Contemporary 25-54 Baltimore 22 WERQ Urban Contemporary 18-34 WOLB News/Talk 35-64 WWIN-FM Urban AC* 25-54 WWIN-AM Gospel 35-64 WLIF-HD2 Contemporary Inspirational 25-54 Charlotte 20 WPZS Contemporary Inspirational 25-54 WOSF Urban AC* / Old School 25-54 WOSF-HD2 Urban Contemporary 18-34 WBT AM/FM News Talk 25-54 WFNZ Sports Talk 25-54 WLNK Hot Adult Contemporary 25-54 Cincinnati 33 WIZF Urban Contemporary 18-34 WOSL Urban AC / Old School* 25-54 WDBZ-AM Talk 35-64 WIZF-HD2 Hispanic 25-54 Cleveland 37 9 Table of Contents WENZ Urban Contemporary 18-34 WERE-AM News/Talk 35-64 WJMO-AM Spanish 25-54 WZAK Urban AC* 25-54 WENZ-HD2 Contemporary Inspirational 25-54 Columbus 36 WCKX Urban Contemporary 18-34 WXMG Urban AC* 25-54 WJYD Contemporary Inspirational 25-54 WWLG/WWLA Hispanic 25-54 WQMC-TV Television 25-54 Raleigh 35 WFXC/WFXK Urban AC* 25-54 WQOK Urban Contemporary 18-34 WNNL Contemporary Inspirational 25-54 Indianapolis 38 WTLC-FM Urban AC* 25-54 WHHH Urban Contemporary 18-34 WTLC-AM Contemporary Inspirational 35-64 WIBC News Talk 25-54 WHHH-HD2/HD3 Regional Mexican 25-54 WLHK Country 25-54 WIBC-HD2 Sports Talk 25-54 WYXB Adult Contemporary 25-54 WDNI-TV Television 25-54 Richmond 51 WKJS/WKJM Urban AC* 25-54 WCDX Urban Contemporary 18-34 WPZZ Contemporary Inspirational 25-54 WXGI-AM/WTPS-AM Classic Hip Hop 25-54 * AC refers to Adult Contemporary and Old School refers to Old School Hip/Hop 10 Table of Contents For the year ended December 31, 2024, approximately 35.0% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media.
Changes in the programming of our HD stations or translators may alter our station count from time to time. 8 T able of Contents Market Market Rank Metro Population 2025 Format Target Demo Atlanta 7 WAMJ/WUMJ Urban AC* 25-54 WHTA Urban Contemporary 18-49 WPZE Contemporary Inspirational 25-54 WAMJ-HD2 Urban Contemporary 25-54 WHTA-HD2 News/Talk 25-54 Washington DC 8 WKYS Urban Contemporary 18-49 WMMJ Urban AC* 25-54 WPRS Contemporary Inspirational 25-54 WDCJ Hispanic 25-54 WOL-AM News/Talk 35-64 WYCB-AM Gospel 35-64 Philadelphia 9 WPPZ Adult Contemporary 25-54 WRNB Urban Contemporary 25-54 WPPZ-HD2 Contemporary Inspirational 25-54 WRNB-HD2 Urban AC* 25-54 Houston 5 KBXX Urban Contemporary 18-49 KMJQ Urban AC* 25-54 KKBQ Country 25-54 KGLK/KHPT Classic Rock 25-54 KMJQ HD2 Contemporary Inspirational 25-54 WGLK HD2 Variety 80s/90s 25-54 KKBQ HD 2 Country Legends 25-54 KKBQ HD 3 Texas Country 25-54 Dallas 4 KBFB Urban Contemporary 18-49 KZJM Urban Contemporary 25-54 Baltimore 23 WERQ Urban Contemporary 18-49 WOLB News/Talk 35-64 9 T able of Contents WWIN-FM Urban AC* 25-54 WWIN-AM Gospel 35-64 WLIF-HD2 Contemporary Inspirational 25-54 Charlotte 20 WPZS Contemporary Inspirational 25-54 WOSF Urban AC* / Old School 25-54 WOSF-HD2 Urban Contemporary 18-49 WBT AM/FM News Talk 25-54 WFNZ AM/FM Sports Talk 25-54 WLNK Hot Adult Contemporary 25-54 Cincinnati 33 WIZF Urban Contemporary 18-49 WOSL Urban AC* / Old School 25-54 WDBZ-AM Talk 35-64 WIZF-HD2 Hispanic 25-54 Cleveland 37 WENZ Urban Contemporary 18-49 WERE-AM News/Talk 35-64 WJMO-AM Spanish 25-54 WZAK Urban AC* 25-54 WENZ-HD2 Contemporary Inspirational 25-54 WZAK-HD2 Spanish 25-54 Columbus 36 WCKX Urban Contemporary 18-49 WXMG Urban AC* 25-54 WJYD Contemporary Inspirational 25-54 WWLG/WWLA Hispanic 25-54 Raleigh 34 WFXC/WFXK Urban AC* 25-54 WQOK Urban Contemporary 18-49 WNNL Contemporary Inspirational 25-54 Indianapolis 38 WTLC-FM Urban AC* 25-54 WHHH Urban Contemporary 18-49 10 T able of Contents WTLC-AM Contemporary Inspirational 25-54 WIBC News Talk 25-54 WHHH-HD2/HD3 Regional Mexican 25-54 WLHK Country 25-54 WIBC-HD2 Sports Talk 25-54 WYXB Adult Contemporary 25-54 WLHK-HD2 Spanish 25-54 Richmond 52 WKJS/WKJM Urban AC* 25-54 WCDX Urban Contemporary 18-49 WPZZ Contemporary Inspirational 25-54 WXGI-AM/WTPS-AM Classic Hip Hop 25-54 * AC refers to Adult Contemporary and Old School refers to Old School Hip/Hop.
We consider our Radio Broadcasting segment to be our core radio business. Within our core radio business, seven of the 13 markets in which we operated radio stations throughout 2024 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 77.2% of our radio station net revenue for the year ended December 31, 2024.
Within our core radio business, seven of the thirteen markets in which we operated radio stations throughout 2025 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 78.6% of our radio station net revenue for the year ended December 31, 2025.
The Communications Act and FCC rules generally restrict ownership, operation or control of, or the common holding of attributable interests in, radio broadcast stations serving the same local market in excess of specified numerical limits. 17 Table of Contents The numerical limits on radio stations that one entity may own in a local market are as follows: • in a radio market with 45 or more commercial radio stations, a party may hold an attributable interest in up to eight commercial radio stations, not more than five of which are in the same service (AM or FM); • in a radio market with 30 to 44 commercial radio stations, a party may hold an attributable interest in up to seven commercial radio stations, not more than four of which are in the same service (AM or FM); • in a radio market with 15 to 29 commercial radio stations, a party may hold an attributable interest in up to six commercial radio stations, not more than four of which are in the same service (AM or FM); and • in a radio market with 14 or fewer commercial radio stations, a party may hold an attributable interest in up to five commercial radio stations, not more than three of which are in the same service (AM or FM), except that a party may not hold an attributable interest in more than 50.0% of the radio stations in such market.
The numerical limits on radio stations that one entity may own in a local market are as follows: • in a radio market with 45 or more commercial radio stations, a party may hold an attributable interest in up to eight commercial radio stations, not more than five of which are in the same service (AM or FM); • in a radio market with 30 to 44 commercial radio stations, a party may hold an attributable interest in up to seven commercial radio stations, not more than four of which are in the same service (AM or FM); • in a radio market with 15 to 29 commercial radio stations, a party may hold an attributable interest in up to six commercial radio stations, not more than four of which are in the same service (AM or FM); and • in a radio market with 14 or fewer commercial radio stations, a party may hold an attributable interest in up to five commercial radio stations, not more than three of which are in the same service (AM or FM), except that a party may not hold an attributable interest in more than 50.0% of the radio stations in such market.
Ratings are used by advertisers to evaluate whether to advertise on our radio stations, and are used by us to chart audience size, set advertising rates and adjust programming. Advertising rates are generally highest during the morning and afternoon commuting hours.
Ratings are used by advertisers to evaluate whether to advertise on our radio stations, and are used by us to chart audience size, set advertising rates and adjust programming.
For purposes of the EDP rule, equity includes all stock, whether voting or nonvoting, and interests held by limited partners or limited liability company members that are “insulated” from material involvement in the company’s media activities. A major programming supplier is any supplier that provides more than 15.0% of the station’s weekly programming hours.
For purposes of the EDP rule, equity includes all stock, whether voting or nonvoting, and interests held by limited partners or limited liability company members that are “insulated” from material involvement in the company’s media activities.
TV One, our primary cable television franchise targeting the African-American and urban communities, derives its revenue from advertising and affiliate revenue. Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run or when guaranteed impressions are delivered depending on the terms of the contract with the customer.
Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run or when guaranteed impressions are delivered depending on the terms of the contract with the customer.
Non-controlling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity. The Company is required to include in its consolidated financial statements, the financial statements of variable interest entities (“VIE”).
Non-controlling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity.
Generally, the FCC renews radio broadcast licenses without a hearing upon a finding that: • the radio station has served the public interest, convenience and necessity; 14 Table of Contents • there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and • there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse.
Generally, the FCC renews radio broadcast licenses without a hearing upon a finding that: • the radio station has served the public interest, convenience and necessity; • there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and • there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse. 14 T able of Contents After considering these factors and any petitions to deny or informal objections against a license renewal application (which may lead to a hearing), the FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted.
Congress, the FCC and, in some cases, other federal agencies and local jurisdictions are considering or may in the future consider and adopt new laws, regulations and policies that could affect the operation, ownership and profitability of our radio stations, result in the loss of audience share and advertising revenue for our radio broadcast stations or affect our ability to acquire additional radio broadcast stations or finance such acquisitions.
A licensee’s failure to comply with the requirements of the Communications Act or FCC rules and policies may result in the imposition of sanctions, including admonishment, fines, the grant of a license renewal for less than a full 8-year term or with conditions, denial of a license renewal application, the revocation of an FCC license, and/or disqualification from acquiring additional broadcast properties. 13 T able of Contents Congress, the FCC and, in some cases, other federal agencies and local jurisdictions are considering or may in the future consider and adopt new laws, regulations and policies that could affect the operation, ownership and profitability of our radio stations, result in the loss of audience share and advertising revenue for our radio broadcast stations or affect our ability to acquire additional radio broadcast stations or finance such acquisitions.
Each of these brands focuses on a different segment of African-American consumers. With our multiple brands, we are able to direct advertisers to specific audiences within the urban communities in which we are located, or to bundle the brands for advertising sales purposes when advantageous.
With our multiple brands, we are able to direct advertisers to specific audiences within the urban communities in which we are located, or to bundle the brands for advertising sales purposes when advantageous. TV One, our primary cable television franchise targeting the African-American and urban communities, derives its revenue from advertising and affiliate revenue.
Depending on market conditions, changes in ratings methodologies and economic and demographic shifts, from time to time, we may reprogram some of our stations in underperforming segments of certain markets and/or make acquisitions of stations targeting audiences outside of our core demographic. 7 Table of Contents The following tables set forth further selected information about our portfolio of radio stations that we owned and/or operated as of December 31, 2024.
Depending on market conditions, changes in ratings methodologies and economic and demographic shifts, from time to time, we may reprogram some of our stations in underperforming segments of certain markets and/or make acquisitions of stations targeting audiences outside of our core demographic, including targeting other minority demographics and/or more general market demographics.
Cable Television, Reach Media and Digital Segments, Strategy and Sources of Revenue and Income As a diversified media company, our operations include media forms that are complementary to our core radio business. In a strategy similar to our radio market segmentation, we have multiple complementary media and online brands.
Advertising rates are generally highest during the morning and afternoon commuting hours. 11 T able of Contents Cable Television, Reach Media and Digital Segments, Strategy and Sources of Net Revenue As a diversified media company, our operations include media forms that are complementary to our core radio business.
(See Note 20 – Segment Information of our consolidated financial statements . ) Our Radio Station Portfolio, Strategy and Markets As noted above, our core business is our radio broadcasting franchise which is the largest radio broadcasting operation in the country primarily targeting African-American and urban listeners.
Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/elimination s”. 7 T able of Contents Our Radio Station Portfolio, Strategy and Markets As noted above, our core business is our radio broadcasting franchise which is the largest radio broadcasting operation in the country primarily targeting African-American and urban listeners.
Removed
Under the VIE model, the Company consolidates an investment if it has control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. 6 Table of Contents Recent Developments On April 11, 2023, the Company entered into a definitive asset purchase agreement with Cox Media Group (“the CMG Acquisition”) to purchase its Houston radio cluster.
Added
Recent Key Developments 2025 Refinancing On December 18, 2025, the Company completed a refinancing of substantially all of its then-outstanding debt through an exchange offer, the issuance of certain new first lien notes and an amendment of its asset backed credit facility.
Removed
Under the terms of the agreement, the Company agreed to acquire 93Q Country KKBQ-FM, classic rock station The Eagle 106.9 & 107.5 KHPT-FM and KGLK-FM, and Country Legends 97.1 KTHT-FM. The transaction price was $27.5 million. The acquisition was completed on August 1, 2023.
Added
The Company issued $291.02 million aggregate principal amount of the Company’s 7.625% Second Lien Senior Secured Notes due 2031 (the “2031 Second Lien Notes”).
Removed
As part of the FCC approval of and closing conditions of the CMG Acquisition, the Company was required to divest two stations, KTHT-FM and KROI-FM, before it could close the CMG Acquisition.
Added
The 2031 Second Lien Notes were issued in connection with an exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”) of the Company’s existing 7.375% Senior Secured Notes due 2028 (the “2028 Notes”) for the 2031 Second Lien Notes and cash.
Removed
On June 7, 2023, the Company entered into a definitive asset purchase agreement with Educational Media Foundation (“EMF”) to sell KTHT-FM, and all its assets, for $3.1 million (“the KTHT Divestiture”).
Added
To facilitate the Exchange Offer and Consent Solicitation, the Company also issued $60.6 million aggregate principal amount of 10.500% First Lien Senior Secured Notes due 2030 (the “2030 First Lien Notes”).
Removed
Immediately prior to the closing of the CMG Acquisition on August 1, 2023, the KTHT-FM assets were transferred directly into an irrevocable trust until the sale to EMF was finalized. On November 1, 2023, after the approval by the FCC, the KTHT Divestiture was completed.
Added
The 2031 Second Lien Notes were issued pursuant to that certain Indenture, dated as of December 18, 2025 (the “2031 Second Lien Notes Indenture”) among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. 6 T able of Contents The net proceeds from the offering of the 2030 First Lien Notes, along with cash on hand, were used to purchase $185.0 million of validly tendered 2028 Notes at a purchase price of $111.0 million and $1.1 million consent fee in cash, pay accrued and unpaid interest on the 2028 Notes accepted for exchange or purchase, as applicable, and other various fees and expenses related to the offers and the remainder, if any, for general corporate purposes.
Removed
In anticipation of the above mentioned FCC divestiture requirement and the CMG Acquisition, the Company agreed to sell its KROI-FM radio broadcasting license along with the associated station assets from the Radio Broadcasting segment to an unrelated third party for approximately $7.5 million.
Added
Finally, on December 18, 2025, the Company also entered into an Amended and Restated Credit Agreement, among the Company, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Amended and Restated ABL Credit Agreement”).
Removed
The identified assets and liabilities of KROI-FM had a combined carrying value of approximately $9.9 million and $2.4 million, respectively. The major category of the assets included radio broadcasting licenses in the amount of approximately $7.3 million (net of impairment of approximately $16.8 million included in impairment of goodwill and intangible assets, on the consolidated statement of operations).
Added
The Amended and Restated ABL Credit Agreement amended and restated the Company’s ABL Credit Agreement, dated as of February 19, 2021 and was also entered into facilitate the Exchange Offer and Consent Solicitation.
Removed
On August 1, 2023, immediately prior to the closing of the CMG Acquisition, after approval by the FCC, the identified assets and liabilities were transferred to an irrevocable trust and removed from the Company’s ownership and consolidated balance sheets as part of customary closing terms.
Added
The Amended and Restated ABL Credit Agreement provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million, with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Amended and Restated ABL Credit Agreement.
Removed
The identified assets and liabilities remained in the trust until the transaction was completed on December 20, 2024.
Added
Reverse Stock Split On February 21, 2025, our Board of Directors (the “Board”) authorized a reverse stock split across all classes of the Company’s outstanding common stock. The Board’s authorization was subject to the approval of the Company's stockholders, which was obtained on June 18, 2025.
Removed
Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/elimination s”.
Added
On January 16, 2026, the Company announced that its Board of Directors has approved a reverse stock split of all classes of its common stock, including its publicly traded shares of Class A Common Stock and Class D Common Stock, at a ratio of 1-for-10.
Removed
Finally, we have made other investments in the entertainment industry, such as our past investment in MGM National Harbor, a casino operation in Prince George’s County, Maryland. Our MGM Investment entitled us to an annual cash distribution based on net gaming revenue from gaming activities conducted on the site of the facility.
Added
The reverse stock split was conducted to regain compliance with the $1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market (“Nasdaq”) with respect shares of the Company’s Class D Common Stock.
Removed
In March 2023, the Company exercised a put option available to it and received approximately $136.8 million at the time of settlement of the put option in April 2023. The exercise of our put option represented a full divestiture of our interest in MGM National Harbor.
Added
On January 16, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of all classes of the Company’s Common Stock (A, B, C and D), including its publicly traded Class A Common Stock and Class D Common Stock (the “Reverse Stock Split”), which became effective as of 11:59 p.m.
Removed
Future opportunities could include investments in, acquisitions of, or the development of companies in diverse media businesses, gaming and entertainment, music production and distribution, movie distribution, internet-based services, and distribution of our content through emerging distribution systems such as the internet, smartphones, cellular phones, tablets, and the home entertainment market.
Added
Eastern Time on January 22, 2026 (“the Effective Date”). No fractional shares were issued in connection with the Reverse Stock Split.
Removed
Federal Antitrust Laws The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) or the Department of Justice, may investigate certain acquisitions. We cannot predict the outcome of any specific FTC or Department of Justice investigation.
Added
Instead, in lieu of any fractional shares, the Company paid cash for each holder’s fractional shares in an amount equal to the closing sales price of the Company’s Class A Common Stock or Class D Common Stock, respectively, as reported on Nasdaq on the Effective Date.
Removed
Any decision by the FTC or the Department of Justice to challenge a proposed acquisition could affect our ability to consummate the acquisition or to consummate it on the proposed terms.
Added
Nasdaq has recently adopted new rules that could hinder our ability to cure any future deficiency and maintain the continued listing of our Common Stock.
Removed
For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires the parties to file Notification and Report Forms concerning antitrust issues with the FTC and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition.
Added
These rules (i) provide for the immediate delisting with no grace period of any listed company that falls out of compliance with the Minimum Bid Price Requirement for the second time in a 12-month period, (ii) provide for immediate delisting if a listed company effects a reverse stock split that causes it to fall out of compliance with certain other listing requirements, and (iii) limit the ratio of reverse stock splits to a cumulative ratio of 1-to-250 in any 2-year period.
Removed
A licensee’s failure to comply with the requirements of the Communications Act or FCC rules and policies may result in the imposition of sanctions, including admonishment, fines, the grant of a license renewal for less than a full eight-year term or with conditions, denial of a license renewal application, the revocation of an FCC license, and/or disqualification from acquiring additional broadcast properties.
Added
These Nasdaq rules limit our ability to affect a subsequent reverse stock split, including in the event our common stock fails to comply with the $1.00 Minimum Bid Price Requirement in the future. Delisting would have an adverse effect on the Company and its common stock.
Removed
After considering these factors and any petitions to deny or informal objections against a license renewal application (which may lead to a hearing), the FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

75 edited+31 added−28 removed103 unchanged
Biggest changeIf we fail to meet the requirements of the Periodic Filing Rule, the Minimum Bid Price Requirement or any other NASDAQ listing requirement, we may become subject to delisting proceedings from NASDAQ. If our common stock were to be delisted, the liquidity of our common stock would be adversely affected, and the market price of our common stock could decrease.
Biggest changeThese Nasdaq rules limit our ability to affect a subsequent reverse stock split, including in the event our common stock fails to comply with the $1.00 Minimum Bid Price Requirement in the future. If we fail to meet the requirements, the Minimum Bid Price Requirement or any other Nasdaq listing requirement, we may become subject to delisting proceedings from Nasdaq.
Adverse events or conditions, including reductions in government spending or employment, in one or more of the seven significant contributing radio markets or impacting Reach Media could have a material adverse effect on our overall financial performance and results of operations. We may lose audience share and advertising revenue to our competitors.
Adverse events or conditions, including reductions in government spending and/or employment, in one or more of the seven significant contributing radio markets or impacting Reach Media could have a material adverse effect on our overall financial performance and results of operations. We may lose audience share and advertising revenue to our competitors.
The results of renewals could have a material adverse effect on our Cable Television segment’s revenues and results and operations. We cannot assure you that TV One and/or CLEO TV will be able to renew their affiliation agreements on commercially reasonable terms, or at all.
The results of renewals could have a material adverse effect on our Cable Television segment’s revenues and results of operations. We cannot assure you that TV One and/or CLEO TV will be able to renew their affiliation agreements on commercially reasonable terms, or at all.
Certain future events and circumstances, including deterioration of general economic conditions, a decrease in audience acceptance of our content or programming, a shift by advertisers to competing advertising platforms and/or changes in consumer behavior could result in a downward revision in the estimated fair values of any of our reporting segments such as our cable or digital operations, which could result in non-cash impairment charges.
Certain future events and circumstances, including deterioration of general economic conditions, a decrease in audience acceptance of our content or programming, a shift by advertisers to competing advertising platforms and/or changes in consumer behavior could result in a downward revision in the estimated fair values of any of our reporting segments such as our syndication, cable or digital operations, which could result in non-cash impairment charges.
The control deficiencies resulting in the material weaknesses, in the aggregate, if not effectively remediated could also result in misstatements of accounts or disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.
The control deficiencies resulting in the material weaknesses, in the aggregate, if not effectively remediated could also result in misstatements of accounts or disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that may not be prevented or detected.
These restrictions limit or prohibit, among other things, our ability to incur additional indebtedness, issue preferred stock, incur liens, pay dividends, enter into asset purchase or sale transactions, merge or consolidate with another company, dispose of all or substantially all of our assets or make certain other payments or investments.
These restrictions may condition, limit or prohibit, among other things, our ability to incur additional indebtedness, issue preferred stock, incur liens, pay dividends, enter into asset purchase or sale transactions, merge or consolidate with another company, dispose of all or substantially all of our assets or make certain other payments or investments.
We are a “smaller reporting company” and, thus, have certain decreased disclosure obligations in our SEC filings, including, among other things, simplified executive compensation disclosures and only being required to provide two years of audited consolidated financial statements in annual reports.
We are a “smaller reporting company” and, thus, have certain decreased disclosure obligations in our SEC filings, including, among other things, simplified executive compensation disclosures and only being required to provide 2 years of audited consolidated financial statements in annual reports.
These restrictions could limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs. We have historically incurred net losses which could resume in the future and may impact upon other aspects of our operations.
These restrictions could limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs. We have historically incurred net losses which may continue in the future and may impact upon other aspects of our operations.
We currently pay royalties to song composers and publishers through Broadcast Music, Inc (“BMI”), American Society of Composers, Authors, and Publishers (“ASCAP”), SEASAC, Inc. (“SESAC”) and Global Music Rights Inc. (“GMR”) but not to record labels or recording artists for exhibition or use of over the air broadcasts of music.
We currently pay royalties to song composers and publishers through Broadcast Music, Inc (“BMI”), American Society of Composers, Authors, and Publishers (“ASCAP”), SESAC, Inc. (“SESAC”) and Global Music Rights Inc. (“GMR”) but not to record labels or recording artists for exhibition or use of over the air broadcasts of music.
For the year ended December 31, 2024, approximately 35.0% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media. We consider our Radio Broadcasting segment to be our core radio business.
For the year ended December 31, 2025, approximately 35.0% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media. We consider our Radio Broadcasting segment to be our core radio business.
Liggins’ with respect to TV One may conflict with your interests as holders of our debt or equity securities. Two common stockholders have a majority voting interest in Urban One and have the power to control matters on which our common stockholders may vote, and their interests may conflict with yours.
Liggins’ with respect to Cable Television may conflict with your interests as holders of our debt or equity securities. Two common stockholders have a majority voting interest in Urban One and have the power to control matters on which our common stockholders may vote, and their interests may conflict with yours.
A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Management identified material weaknesses in our internal control over financial reporting. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our failure to obtain or retain rights to popular programming or content on any part of our multi-media platform could adversely affect our revenues. Ratings for programming and traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives.
Our failure to obtain or retain rights to popular programming or content on any part of our multi-media platform could adversely affect our revenues. 24 T able of Contents Ratings for programming and traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives.
Our competitors include vertically integrated media businesses, as well as companies in adjacent sectors with significantly more financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing power. Such competitors could also have preferential access to programming and content, emergent technologies, such as artificial intelligence (“AI”), and more robust customer data and competitive information.
Our competitors include vertically integrated media businesses, as well as companies in adjacent sectors with significantly more financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing power. Such competitors could also have preferential access to programming and content, emergent technologies, such as AI, and more robust customer data and competitive information.
Examples of possible sanctions include the imposition of fines, the renewal of one or more of our broadcasting licenses for a term of fewer than eight years or the revocation of our broadcast licenses.
Examples of possible sanctions include the imposition of fines, the renewal of one or more of our broadcasting licenses for a term of fewer than 8 years or the revocation of our broadcast licenses.
As of December 31, 2024, our Chairperson and her son, our President and CEO, together held in excess of 75.0% of the outstanding voting power of our common stock.
As of December 31, 2025, our Chairperson and her son, our President and CEO, together held in excess of 75.0% of the outstanding voting power of our common stock.
The filing of petitions or complaints against Urban One or any FCC licensee from which we are acquiring a station could result in the FCC delaying the grant, refusing to grant, or imposing conditions on its consent to the assignment or transfer of control of licenses.
The filing of petitions or complaints against us or any FCC licensee from which we are acquiring a station could result in the FCC delaying the grant, refusing to grant, or imposing conditions on its consent to the assignment or transfer of control of licenses.
Our Chairperson and the CEO have agreed to vote their shares together in elections of members to the Board of Directors of Urban One. Further, we are a “controlled company” under rules governing the listing of our securities on the NASDAQ because more than 50.0% of our voting power is held by our Chairperson and the CEO.
Our Chairperson and the CEO have agreed to vote their shares together in elections of members to the Board of Directors of Urban One. 33 T able of Contents Further, we are a “controlled company” under rules governing the listing of our securities on the Nasdaq because more than 50.0% of our voting power is held by our Chairperson and the CEO.
In addition, changes in ratings methodology, search engine algorithms and technology could adversely impact our businesses and negatively affect our advertising revenues. 23 Table of Contents Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations.
In addition, changes in ratings methodology, search engine algorithms and technology could adversely impact our businesses and negatively affect our advertising revenues. Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations.
Our defense of such actions could be costly and involve significant time and attention of our management and other resources. If we are unable to protect our domain names and/or content, our reputation and brands could be adversely affected. We currently hold various domain name registrations relating to our brands, including urban1.com, radio-one.com and interactiveone.com.
Our defense of such actions could be costly and involve significant time and attention of our management and other resources. 27 T able of Contents If we are unable to protect our domain names and/or content, our reputation and brands could be adversely affected. We currently hold various domain name registrations relating to our brands, including urban1.com, radio-one.com and interactiveone.com.
Our obligation to pay the award was triggered after our recovery of the aggregate amount of capital contribution in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event in excess of such invested amount. Mr.
Our obligation to pay the award was triggered after our recovery of the aggregate amount of capital contribution in Cable Television, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event in excess of such invested amount. Mr.
Changes in population, demographics, audience tastes and other factors beyond our control, could also cause changes in audience ratings or market share. Consolidation among our competitors and other market participants has risen recently resulting in increased competitive pressures, such as limited availability of licensable content.
Changes in population, demographics, audience tastes and other factors beyond our control, could also cause changes in audience ratings or market share. 25 T able of Contents Consolidation among our competitors and other market participants has risen recently resulting in increased competitive pressures, such as limited availability of licensable content.
Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a business disruption and its adverse consequences, financial or otherwise. In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees.
Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a business disruption and its adverse consequences, financial or otherwise. 29 T able of Contents In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information about our clients, listeners and employees.
These diversification initiatives may not succeed and/or may not result in an increase in shareholder value and could result in a reduction in shareholder value depending upon our capital investment and success. 28 Table of Contents Certain Regulatory Risks The FCC’s media ownership rules could restrict our ability to acquire radio stations.
These diversification initiatives may not succeed and/or may not result in an increase in shareholder value and could result in a reduction in shareholder value depending upon our capital investment and success. 30 T able of Contents Certain Regulatory Risks The FCC’s media ownership rules could restrict our ability to acquire radio stations.
We are unable to predict the effect that any such laws, regulations or policies may have on our Cable Television segment’s operations. 29 Table of Contents New or changing federal, state or international privacy regulation or requirements could hinder the growth of our internet business.
We are unable to predict the effect that any such laws, regulations or policies may have on our Cable Television segment’s operations. 31 T able of Contents New or changing federal, state or international privacy regulation or requirements could hinder the growth of our internet business.
The royalty rates we pay to copyright owners for the public performance of musical compositions on our radio stations and internet streams could increase as a result of private negotiations and the emergence of new performing rights organizations ("PRO"), which could adversely impact our businesses, financial condition, results of operations and cash flows.
The royalty rates we pay to copyright owners for the public performance of musical compositions on our radio stations and internet streams have recently increased and could further increase as a result of private negotiations and the emergence of new performing rights organizations (“PRO”), which could adversely impact our businesses, financial condition, results of operations and cash flows.
Also, bank failures, loan defaults and/or other trends in the financial industry which influence the requirements used by lenders to evaluate potential consumers can result in reduced availability of financing.
Also, commercial or consumer loan defaults and/or other trends in the financial industry which influence the requirements used by lenders to evaluate potential consumers can result in reduced availability of financing.
ITEM 1A. RISK FACTORS Risks Related to Our Business and Industry In an enterprise as large and complex as ours, a wide range of factors could affect our business and financial results. The factors described below are considered to be the most significant but are not listed in any particular order.
ITEM 1A. RISK FACTORS In an enterprise as large and complex as ours, a wide range of factors could affect our business and financial results. The factors described below are considered to be the most significant but are not completely exhaustive or listed in any particular order.
Within our core radio business, seven of the 13 markets in which we operated radio stations throughout 2024 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 77.2% of our radio station net revenue for the year ended December 31, 2024.
Within our core radio business, seven of the thirteen markets in which we operated radio stations throughout 2025 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 78.6% of our radio station net revenue for the year ended December 31, 2025.
Our media properties compete for audiences and advertising revenue with other radio stations and station groups and other media. Fragmentation of audiences and/or adverse changes in audience ratings, internet traffic, and market shares could have a material adverse effect on our revenue.
Our media properties compete for audiences and advertising revenue with other radio stations and station groups and other media and technology such as artificial intelligence (“AI”). Fragmentation of audiences and/or adverse changes in audience behavior, ratings, internet traffic, and market shares could have a material adverse effect on our revenue.
Liggins, III, in recognition of Mr. Liggins’ contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to approximately 4.0% of any proceeds from distributions or other liquidity events in excess of the return of our aggregate investment in TV One (the “Employment Agreement Award”).
Liggins’ contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to approximately 4.2% of any proceeds from distributions or other liquidity events in excess of the return of our aggregate investment in Cable Television (the “Employment Agreement Award”).
Therefore, we believe estimating the fair value of the TV One reporting unit is a critical accounting estimate because of the significance of its carrying value in relation to our total assets and the subjective nature of the assumptions used to determine the fair value of the asset.
Therefore, we believe estimating the fair value of the Cable Television segment is a critical accounting estimate because of the significance of its carrying value in relation to our total assets and the subjective nature of the assumptions used to determine the fair value of the asset.
Also, a failure or perceived failure to comply with such laws or requirements or with our own policies and procedures could result in significant liabilities, including a possible loss of consumer or investor confidence or a loss of customers or advertisers.
Also, a failure or perceived failure to comply with such laws or requirements or with our own policies and procedures could result in significant liabilities, including a possible loss of consumer or investor confidence or a loss of customers or advertisers. Deregulation could have an impact upon our internet business.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 38.9% of our total consolidated net revenue for the year ended December 31, 2024.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 37.5% of our total consolidated net revenue for the year ended December 31, 2025.
In addition, on February 11, 2025, we received written notice (the “Notice”) from the Listing Qualifications Department of NASDAQ notifying us that, for the last 30 consecutive business days, the bid price for the Company’s Class D common stock, par value $0.001 per share (the “Class D Common Stock”) had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the NASDAQ Stock Market pursuant to NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
On February 11, 2025, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive business days, the bid price for the Company’s Class D common stock, par value $0.001 per share (the “Class D Common Stock”) had closed below $1.00 ( the “Minimum Bid Price Requirement”).
If competitive pressures continue to increase, we may not be able to produce or acquire content in a cost-effective manner. We may be outbid by our competitors for the rights to new, popular content or in connection with the renewals of popular rights we currently hold.
If competitive pressures continue to increase, we may not be able to produce or acquire content in a cost-effective manner. We may be outbid by our competitors for the rights to new, popular content or in connection with the renewals of popular rights we currently hold. Accordingly, there can be no assurance we will realize anticipated returns on our investments.
Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
Future asset impairment to the carrying values of our FCC licenses, goodwill across our various reporting units and TV One Trade Name could adversely impact our results of operations.
Future asset impairment to the carrying values of our goodwill across our various reporting units could adversely impact our results of operations.
We are required to test our goodwill and indefinite-lived intangible assets for impairment at least annually, which we have traditionally done as of October 1 each year, or on an interim basis when events or changes in circumstances suggest impairment may have occurred.
We are required to test our goodwill for impairment at least annually, which we have traditionally done as of October 1 each year, or on an interim basis when events or changes in circumstances suggest impairment may have occurred. Impairment is measured as the excess of the carrying value of the goodwill intangible asset over its fair value.
The loss of a significant number of these arrangements or the loss of carriage on basic programming tiers could reduce the distribution of our content, which may adversely affect our revenues from subscriber fees and our ability to sell national and local advertising time.
The loss of a significant number of these arrangements or the loss of carriage on basic programming tiers could reduce the distribution of our content, which may adversely affect our revenues from subscriber fees and our ability to sell national and local advertising time. 32 T able of Contents Changes in consumer behavior resulting from new technologies and distribution platforms may impact the performance of our businesses.
The amount of any impairment must be expensed as a charge to operations. Fair values of FCC licenses have been estimated using the income approach, which incorporates several judgmental assumptions over a 10-year model including, but not limited to, market revenue and projected revenue growth by market, mature market share, operating profit margins, discount rate and terminal growth rate.
The amount of any impairment must be expensed as a charge to operations. Fair values of goodwill within the Radio Broadcasting reportable segment have been estimated using the income approach, which incorporates several judgmental assumptions including, but not limited to, projected revenue assumptions, operating profit margins, discount rate and terminal rate.
Failure by us to respond successfully to these developments could have an adverse effect on our business and financial performance. 24 Table of Contents We must respond to the rapid changes in technology, content offerings, services, and standards across our entire platform in order to remain competitive.
Our competitors may also enter into business combinations or alliances that strengthen their competitive positions. Failure by us to respond successfully to these developments could have an adverse effect on our business and financial performance. We must respond to the rapid changes in technology, content offerings, services, and standards across our entire platform in order to remain competitive.
Any individual, or repeated failure of technology could impact our operations and result in increased costs or reduced revenues. Our technology systems may also be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.
Our technology systems may also be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.
During the periods when a renewal application is pending, informal objections and petitions to deny the renewal application can be filed by interested parties, including members of the public, on a variety of grounds.
While we anticipate receiving renewals of all of our broadcasting licenses, interested third parties may challenge our renewal applications. During the periods when a renewal application is pending, informal objections and petitions to deny the renewal application can be filed by interested parties, including members of the public, on a variety of grounds.
The Company tests the iOne reporting unit for potential impairment using the income approach that estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about revenue growth rates, operating profit margins and discount rate.
The Company tests the Cable Television reporting unit for potential impairment using the Guideline Public Company (“GPC”) and income approach that estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about projected revenues, operating profit margins, discount rates, and the average recurring EBITDA multiples.
Changes in certain events or circumstances could result in changes to our estimated fair values and may result in further write-downs to the carrying values of any of our assets across our platform. Additional impairment charges could adversely affect our financial results, financial ratios and could limit our ability to obtain financing in the future.
Changes in certain events or circumstances could result in changes to our estimated fair values and may result in further write-downs to the carrying values of any of our assets across our platform.
These results have had a negative impact on our financial condition and could be exacerbated in a deteriorating economic climate.
These results have had a negative impact on our financial condition and could be exacerbated in a deteriorating economic climate. If such events recur in the future, they could have a material adverse effect on our financial condition.
If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer content that is similar to that provided by our Digital segment, we may not be able to attract and increase the engagement of consumers on our digital properties.
If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer content that is similar to that provided by our Digital segment, we may not be able to attract and increase the engagement of consumers on our digital properties. 26 T able of Contents Continued growth in our digital business also depends on our ability to offer a competitive and distinctive range of advertising products and services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services.
We cannot assure you that all of these risks will be eliminated or that general reputational harm will not persist. If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected.
If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected.
Finally, volatility in the markets and our degree of leverage could impact our ability to finance strategic transactions or impact upon our plans to refinance our current indebtedness in the future. 21 Table of Contents We may be adversely affected by the effects of inflation.
Finally, volatility in the markets and our degree of leverage could negatively impact our ability to obtain, on favorable terms, in a timely manner, or at all, financing for strategic transactions or could negatively impact upon our plans to refinance our current indebtedness. We may be adversely affected by the effects of inflation.
As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K and previous filings, management has concluded that certain internal controls over our financial reporting were not effective as of December 31, 2023 and December 31, 2024 due to certain previously identified material weaknesses.
As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K and previous filings, management has concluded that certain internal controls over our financial reporting were not effective as of December 31, 2025 due to certain previously identified material weaknesses. 21 T able of Contents Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act.
Risks Related to the Nature and Operations of Our Business Our results may be impacted by economic trends. Our results of operations could be negatively impacted by economic fluctuations or future economic downturns. Advertising expenditures by our clients tend to be cyclical, reflecting overall economic conditions.
Our results of operations could be negatively impacted by economic fluctuations or future economic downturns. Advertising expenditures by our clients tend to be cyclical, reflecting overall economic conditions. The risks associated with our business could be more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising expenditures.
Accordingly, there can be no assurance we will realize anticipated returns on our investments. 30 Table of Contents Unique Risks Related to Our Capital Structure Our President and CEO has an interest in TV One that may conflict with your interests. Pursuant to the terms of employment with our President and CEO, Mr. Alfred C.
Unique Risks Related to Our Capital Structure Our President and CEO has an interest in TV One that may conflict with your interests. Pursuant to the terms of employment with our President and CEO, Mr. Alfred C. Liggins, III, in recognition of Mr.
Our outstanding accounts receivable are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our receivables, this risk is heightened during periods of uncertain economic conditions and there can be no assurance such procedures will effectively limit our credit risk.
We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions. Our outstanding accounts receivable are not covered by collateral or credit insurance.
However, recent reversals in these trends have resulted in revenue declines within our Digital and other segments and continued declines could result in impairment within the Digital segment or otherwise have a negative impact on the Digital segment's results of operations as well as our overall results of operations. 25 Table of Contents Third parties may claim that we infringe on their rights based on the nature and content of information posted on websites we maintain.
However, recent reversals in these trends have resulted in revenue declines within our Digital and other segments and continued declines could result in impairment within the Digital segment or otherwise have a negative impact on the Digital segment's results of operations as well as our overall results of operations. Risks related to developments in AI.
Such failures could have a material adverse effect on our financial condition, results of operations and cash flow. Increases in interest rates and the reduced availability of financing for consumer products may impact the demand for advertising. In general, demand for certain consumer products may be adversely affected by increases in interest rates and the reduced availability of consumer financing.
Increases in interest rates and the reduced availability of financing for consumer products may impact the demand for advertising. In general, demand for certain consumer products may be adversely affected by increases in interest rates and the reduced availability of consumer financing.
We host internet services that enable individuals to exchange information, generate content, comment on our content, and engage in various online activities. The law relating to the liability of providers of these online services for activities of their users is currently unsettled both within the United States and internationally.
The law relating to the liability of providers of these online services for activities of their users is currently unsettled both within the United States and internationally.
If we identify future control deficiencies or material weaknesses, these may lead to adverse effects on our business, our reputation, our results of operations, and the market price of our common stock. 20 Table of Contents We face risks related to the revision of our previously issued consolidated financial statements.
In addition, we cannot be certain that we will not identify additional control deficiencies or material weaknesses in the future. If we identify future control deficiencies or material weaknesses, these may lead to adverse effects on our business, our reputation, our results of operations, and the market price of our common stock.
Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects and may make our common stock a less attractive investment. 31 Table of Contents If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.
If we fail to meet the continued listing standards of Nasdaq, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.
Although we may take measures to mitigate the impact of these increases, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions.
Although we may take measures to mitigate the impact of these increases, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Inflation may also dampen consumer demand, thus, dampening demand for advertising by our customers. This dampened demand could adversely impact our revenues.
In addition, our borrowing costs could be impacted, and such cost changes could reduce the expected returns on certain of our corporate development and other investment opportunities.
In addition, our borrowing costs could be impacted, and such cost changes could reduce the expected returns on certain of our corporate development and other investment opportunities. 23 T able of Contents The terms of our indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.
The state and condition of the global financial markets and fluctuations in the global and U.S. economies may have an unpredictable impact on our business and financial condition. From time to time, including as a result of inflation, changes in interest rates, recession or public health crisis, the global equity and credit markets experience high levels of volatility and disruption.
From time to time, including as a result of tariffs and other trade barriers, inflation, changes in interest rates, recession or public health crisis, threatened or actual acts of war, and other geopolitical and economic events the global equity and credit markets experience high levels of volatility and disruption.
If we cannot continue to develop and improve our advertising products and services or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected. Finally, in recent years, our Digital segment had seen significant growth in its business due to advertisers interest in social justice/equality trends.
Finally, in recent years, our Digital segment had seen significant growth in its business due to advertisers interest in social justice/equality trends.
As noted above, we reached a determination to revise certain financial information and related footnote disclosures in certain of our previously issued consolidated financial statements. As a result, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.
As a result, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business. We cannot assure you that all of these risks have been or will be eliminated or that general reputational harm will not persist.
As of December 31, 2024, we had approximate ly $144.9 million of goodwill associated with the TV One reporting unit, which represented approximately 15.3 % of our total assets.
As of December 31, 2025, we had approximately $92.4 million of goodwill, net associated with the Cable Television segment, which represented approximately 15.6% of our total assets.
In addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users’ data on a continual basis. 27 Table of Contents Any internal technology breach, error or failure impacting systems hosted internally or externally, or any large scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network.
Any internal technology breach, error or failure impacting systems hosted internally or externally, or any large-scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network. Any individual, or repeated failure of technology could impact our operations and result in increased costs or reduced revenues.
Changes in consumer behavior resulting from new technologies and distribution platforms may impact the performance of our businesses. Our Cable Television segment faces emerging competition from other providers of digital media, some of which have greater financial, marketing and other resources than we do.
Our Cable Television segment faces emerging competition from other providers of digital media, some of which have greater financial, marketing and other resources than we do. In particular, content offered over the internet has become more prevalent as the speed and quality of broadband networks have improved.
We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements.
Any such litigation could distract management from day-to-day operations and further adversely affect the market price of our common stock. Risks Related to Our Internal Controls and Financial Statements We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements.
To the extent these steps are not successful, we could be forced to incur additional time and expense. Our management’s attention has also been diverted from the operation of our business in connection with the revision and ongoing remediation of material weaknesses in our internal controls.
Our management’s attention has also been diverted from the operation of our business in connection with the revision and ongoing remediation of material weaknesses in our internal controls. 22 T able of Contents Risks Related to the Nature and Operations of Our Business Our results may be impacted by economic trends.
Our business depends on maintaining our licenses with the FCC. We could be prevented from operating a radio station if we fail to maintain its license. Within our core radio business, we are required to maintain radio broadcasting licenses issued by the FCC. These licenses are ordinarily issued for a maximum term of eight years and are renewable.
Within our core radio business, we are required to maintain radio broadcasting licenses issued by the FCC. These licenses are ordinarily issued for a maximum term of 8 years and are renewable. Currently, subject to renewal, our radio broadcasting licenses expire at various times beginning October 2027 through August 1, 2030.
Unique Risks Related to Our Cable Television Segment The loss of affiliation agreements could materially adversely affect our Cable Television segment’s results of operations.
Any such regulatory shifts could increase our compliance costs, reduce our operational flexibility, or devalue our FCC licenses, which could have a material adverse effect on our business, results of operations, and financial condition. Unique Risks Related to Our Cable Television Segment The loss of affiliation agreements could materially adversely affect our Cable Television segment’s results of operations.
Continued growth in our digital business also depends on our ability to offer a competitive and distinctive range of advertising products and services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services. Continuing to develop and improve these products and services may require significant time and costs.
Continuing to develop and improve these products and services may require significant time and costs. If we cannot continue to develop and improve our advertising products and services or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected.
In addition, delayed financial reports could expose us to the risk of litigation concerning any impact upon the price of our common stock. Any such litigation could distract management from day-to-day operations and further adversely affect the market price of our common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Also, it may be difficult for us to raise additional capital if our common stock is not listed on a major exchange. In addition, delayed financial reports could expose us to the risk of litigation concerning any impact upon the price of our common stock.
There are inherent uncertainties related to these assumptions and our judgment in applying them to the impairment analysis. As of December 31, 2024, we had approximate ly $26.6 million in the TV One Trade Name, which represented approximately 2.8 % of our total assets.
We also utilize a market-based approach to evaluate our fair value estimates. There are inherent uncertainties related to these assumptions and our judgment in applying them to the impairment analysis.
The risks associated with our business could be more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising expenditures. A decrease in advertising expenditures could adversely impact our business, financial condition, and results of operations.
A decrease in advertising expenditures could adversely impact our business, financial condition, and results of operations. Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or international political environment, and other events outside of our control, have had, and may in the future have, an unpredictable impact on our business and financial condition.
Removed
The following discussion of risk factors should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
Added
The risk factors described below should be read together with the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC.
Removed
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act. Management identified material weaknesses in our internal control over financial reporting.
Added
On January 22, 2026, we effected a 1-for-10 Reverse Stock Split of our Class D Common Stock in an effort to regain compliance with the Minimum Bid Price Requirement. On February 9, 2026, we received notice from Nasdaq that we had regained compliance with the Minimum Bid Requirement.
Removed
In addition, we cannot be certain that we will not identify additional control deficiencies or material weaknesses in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+7 added−2 removed5 unchanged
Biggest changeHe has also held key leadership roles at Rabobank International, where he progressed through various IT, security operations, and risk management positions. Additionally, he led cybersecurity and risk management programs at United Technologies Corporation, where he focused on analytics-driven security solutions to enhance organizational resilience.
Biggest changeAdditionally, he led cybersecurity and risk management programs at United Technologies Corporation, where he focused on analytics-driven security solutions to enhance organizational resilience. He holds dual master’s degrees in Information Security & Assurance and IT Management and also has an Executive MBA from the University of Connecticut.
Our enterprise risk management assesses the characteristics and circumstances of the evolving business environment and seeks to identify both the potential impacts to our company of a particular risk and the speed with which the risk may manifest; • The deployment of technical security controls, including encryption, endpoint detection and response, and network security protections across our enterprise; • Enterprise-wide employee security awareness programs, including social engineering and phishing simulations and mandatory training; • Collaboration with external cybersecurity experts for penetration testing, vulnerability management, and incident response support; and • Security evaluations for vendors and other third-party service providers to help mitigate supply chain risks.
Our enterprise risk management assesses the characteristics and circumstances of the evolving business environment and seeks to identify both the potential impacts to our company of a particular risk and the speed with which the risk may manifest; • The deployment of technical security controls, including encryption, endpoint detection and response, and network security protections across our enterprise; • Enterprise-wide employee security awareness programs, including social engineering and phishing simulations and mandatory training; • Collaboration with external cybersecurity experts for penetration testing, vulnerability management, and incident response support; and 34 T able of Contents • Security evaluations for vendors and other third-party service providers to help mitigate supply chain risks.
While we have not experienced any material cybersecurity incidents during the reporting period (See Note 21 - Subsequent Events ), we recognize that such incidents could result in: • Disruption of operations, impacting revenue and productivity; • Unauthorized access to or theft of sensitive data, potentially leading to regulatory and legal implications; and • Reputational harm, affecting customer trust and investor confidence.
While we have not experienced any material cybersecurity incidents during the reporting period, we recognize that such incidents could result in: • Disruption of operations, impacting revenue and productivity; • Unauthorized access to or theft of sensitive data, potentially leading to regulatory and legal implications; and • Reputational harm, affecting customer trust and investor confidence.
Our third-party security evaluations are limited by their disclosures; therefore, a risk-based approach is used in making vendor and contractual decisions based on those disclosures and the totality of the circumstances, such as whether the third party will have access to personal information or our network.
Our third-party security evaluations are limited by their disclosures; therefore, a risk-based approach is used in making vendor and contractual decisions based on those disclosures and the totality of the circumstances, such as whether the third party will have access to personal information or our network, including incident response readiness and escalation coordination.
Urban One employs continuous threat monitoring, security awareness initiatives, and incident response protocols to mitigate these risks. Our security team remains focused on maintaining a proactive and adaptive security strategy to minimize the likelihood and impact of cybersecurity incidents. Board Oversight: The Board of Directors provides oversight of Urban One’s cybersecurity risk management efforts.
Urban One employs continuous threat monitoring, security awareness initiatives, and incident response protocols to mitigate these risks. Our security team remains focused on maintaining a proactive and adaptive security strategy to minimize the likelihood and impact of cybersecurity incidents.
The Board receives updates from the Chief Information Officer ("CIO") and Chief Information Security Officer ("CISO") on key cybersecurity risks, threat trends, and mitigation strategies. These updates are based on internal security monitoring and reporting, as well as insights from our managed security service provider ("MSSP").
The Board receives updates from the Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) on key cybersecurity risks, threat trends, and mitigation strategies on an annual basis and, more frequently, as trends, threat profiles and/or circumstances require. These updates are based on internal security monitoring and reporting, as well as insights from our managed security service provider (“MSSP”).
He holds dual master’s degrees in Information Security & Assurance and IT Management and also has an Executive MBA from the University of Connecticut Urban One’s executive leadership team remains engaged in cybersecurity initiatives and regularly reviews the effectiveness of security controls, policies, and incident response capabilities to ensure alignment with evolving threats and business needs.
He holds a Bachelor’s Degree in Computer Science from Drexel University, a Master of Business Administration from UMUC, and a Master of Information Technology from UMUC. Urban One’s executive leadership team remains engaged in cybersecurity initiatives and regularly reviews the effectiveness of security controls, policies, and incident response capabilities to ensure alignment with evolving threats and business needs.
Our CISO has more than twenty-five years of experience in cybersecurity, risk management, and technology leadership across financial services and global enterprises. Before joining Urban One, he served as Chief Information Security Officer at Farm Credit Financial Partners, Inc., leading enterprise-wide security initiatives.
Before joining Urban One, he served as Chief Information Security Officer at Farm Credit Financial Partners, Inc., leading enterprise-wide security initiatives. He has also held key leadership roles at Rabobank International, where he progressed through various IT, security operations, and risk management positions.
The Board remains committed to ensuring cybersecurity remains a priority for the organization and that the appropriate resources and governance structures are in place to manage cyber risks effectively. 33 Table of Contents Management's Role and Expertise: Urban One’s cybersecurity program is led by the CIO and CISO, who are responsible for cybersecurity strategy, risk management, and incident response.
The Board remains committed to ensuring cybersecurity remains a priority for the organization and that the appropriate resources and governance structures are in place to manage cyber risks effectively. Cybersecurity matters are addressed as part of the Board’s ongoing risk oversight activities, with updates provided as circumstances warrant.
Our cybersecurity strategy is designed to safeguard corporate assets, data, and critical systems while ensuring operational resilience. 32 Table of Contents Our cybersecurity risk management process includes: • Continuous enterprise-wide risk monitoring to assess and respond to emerging cyber threats.
Our cybersecurity risk management process includes: • Continuous enterprise-wide risk monitoring to assess and respond to emerging cyber threats, supported by enhanced telemetry and threat intelligence to improve detection and response timelines.
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The CISO collaborates closely with the CIO, IT leadership, and business stakeholders to align security initiatives with the Company’s broader strategic objectives. Our CIO has more than twenty-five years of experience advancing technology, digital transformation, and cybersecurity, including in the financial services industry. Prior to joining Urban One, he served as a Senior Vice President for Capital One Financial Corporation.
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Our cybersecurity strategy is designed to safeguard corporate assets, data, and critical systems while ensuring operational resilience. In response to the evolving threat landscape, the Company has continued to enhance its cybersecurity risk management practices, including strengthening identity controls, expanding endpoint visibility, and increasing the use of external cybersecurity expertise to support monitoring and response capabilities.
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During his tenure at Capital One, he supported the company's digital transformation and built the capabilities required to move its global enterprise to the cloud across technology divisions and platforms. Additionally, he has led strategic technology innovations and cybersecurity programs as an executive at several other leading Fortune 500 companies.
Added
In doing so, the Company uses both internal and external resources to implement, monitor, test and execute the company’s risk management strategy. The Company continues to evaluate cybersecurity risks and incidents, including those occurring subsequent to the reporting period, in accordance with applicable disclosure requirements. Board Oversight: The Board of Directors provides oversight of Urban One’s cybersecurity risk management efforts.
Added
Management's Role and Expertise: Urban One’s cybersecurity program is led by the CIO and CISO, who are responsible for cybersecurity strategy, risk management, and incident response. The CISO collaborates closely with the CIO, IT leadership, and business stakeholders to align security initiatives with the Company’s broader strategic objectives.
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Management regularly reviews and adjusts cybersecurity priorities based on threat intelligence, business changes, and regulatory developments. 35 T able of Contents Our CISO has more than 25 years of experience in cybersecurity, risk management, and technology leadership across financial services and global enterprises.
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Our CIO has more than 30 years’ experience spanning multiple disciplines within Information Technology. He has served in key leadership roles at major energy, academic, technology, and management consulting firms.
Added
He led key initiatives that supported the technological integration of a Fortune 5 corporate merger, the introduction of a Service Management framework in a large academic environment, and the management of Service Delivery and IT Operations. He has played a lead role in major infrastructure and security related crisis mitigation and transformation. He has worked in national and international environments.
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His experience includes assignments in North America, South America, Europe, and Africa. He serves on the Board of Directors for the MidAtlantic CIO Forum and chairs the Vendor Liaison Committee. He is a member of the Media Financial Management Association. As a recognized leader he has delivered industry speeches to academic and government organizations.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe lease a majority of our main transmitter/antenna sites and associated broadcast towers and, when negotiating a lease for such sites, we try to obtain a lengthy lease term with options to renew. In general, we do not anticipate difficulties in renewing facility or transmitter/antenna site leases, or in leasing additional space or sites, if required.
Biggest changeWe generally consider our facilities to be suitable and of adequate size for our current and intended purposes. We lease a majority of our main transmitter/antenna sites and associated broadcast towers and, when negotiating a lease for such sites, we try to obtain a lengthy lease term with options to renew.
ITEM 2. PROPERTIES The types of properties required to support each of our radio stations include offices, studios and transmitter/antenna sites. Our other media properties, such as Interactive One, generally only require office space. We typically lease our studio and office space with lease terms ranging from five to fifteen years in length.
ITEM 2. PROPERTIES The types of properties required to support each of our radio stations include offices, studios and transmitter/antenna sites. Our other media properties generally only require office space. We typically lease our studio and office space with lease terms ranging from 5-10 years in length. A station’s studios are generally housed with its offices in business districts.
The tangible personal property owned by us and the real property owned or leased by us are subject to security interests under our senior credit facility.
The towers, antennae and other transmission equipment used by our stations are generally in good condition, although opportunities to upgrade facilities are periodically reviewed. The tangible personal property owned by us and the real property owned or leased by us are subject to security interests under our senior credit facility.
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A station’s studios are generally housed with its offices in business districts. We generally consider our facilities to be suitable and of adequate size for our current and intended purposes.
Added
In general, we do not anticipate difficulties in renewing facility or transmitter/antenna site leases, or in leasing additional space or sites, if required. We own substantially all of our equipment, consisting principally of transmitting antennae, transmitters, studio equipment and general office equipment.
Removed
We own substantially all of our equipment, consisting principally of transmitting antennae, transmitters, studio equipment and general office equipment. The towers, antennae and other transmission equipment used by our stations are generally in good condition, although opportunities to upgrade facilities are periodically reviewed.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS Urban One is involved from time to time in various routine legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. Urban One believes the resolution of such matters will not have a material adverse effect on its business, financial condition or results of operations. ITEM 4.
Biggest changeITEM 3. LEGAL PROCEEDINGS Urban One is involved from time to time in various routine legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. Urban One believes the resolution of such matters will not have a material adverse effect on its business, financial condition or results of operations.
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MINE SAFETY DISCLOSURE Not applicable. 34 Table of Contents PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(See Note 15 — Long-Term Debt of our consolidated financial statements.) Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth purchases of our ordinary shares by the Company during the quarter ended December 31, 2024: Period and Class (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid Per Share (or Units) (c) Total number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) (d) Maximum Number (or approved Dollar Value) of Shares (or Units) that May Yet be Purchased Under the plans or Programs (in thousands) Class A October 1 - October 31, 2024 182,142 $ 1.51 182,142 $ 16,164 November 1 - November 30, 2024 978,188 1.45 978,188 14,320 December 1 - December 31, 2024 226,214 1.71 226,214 13,682 Total 1,386,544 $ 1.50 1,386,544 $ 13,682 Class D October 1 - October 31, 2024 41,721 $ 1.07 41,721 $ 16,164 November 1 - November 30, 2024 423,093 1.00 423,093 14,320 December 1 - December 31, 2024 238,478 1.06 238,478 13,682 Total 703,292 $ 1.02 703,292 $ 13,682 (a) On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant.
Biggest change(See Note 13 - Debt of our consolidated financial statements.) Purchases of Equity Securities by the Company and Affiliated Purchasers The following table sets forth purchases of our common stock by the Company during the quarter ended December 31, 2025: Period and Class (a) Total Number of Shares (or Units) Purchased (a) (b) Average Price Paid Per Share (or Units) (a) (c) Total number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) (d) Maximum Number (or approved Dollar Value) of Shares (or Units) that May Yet be Purchased Under the plans or Programs (in thousands) Class A October 1 - October 31, 2025 — $ — — $ 11,525 November 1 - November 30, 2025 — — — 11,525 December 1 - December 31, 2025 — — — 11,412 Total — $ — — $ 11,412 Class D October 1 - October 31, 2025 — $ — — $ 11,525 November 1 - November 30, 2025 — — — 11,525 December 1 - December 31, 2025 13,773 8.20 13,773 11,412 Total 13,773 $ 8.20 13,773 $ 11,412 (a) Total number of share information and average price paid have been retroactively adjusted to reflect the 1-for-10 Reverse Stock Split that occurred on January 22, 2026.
In addition, any determination to declare and pay dividends will be made by our Board of Directors in light of our earnings, financial position, capital requirements, contractual restrictions contained in our credit facility and the indentures governing our senior subordinated notes, and other factors as the Board of Directors deems relevant.
In addition, any determination to declare and pay dividends will be made by our Board of Directors in light of our earnings, financial position, capital requirements, contractual restrictions contained in our credit facility and the indentures governing our first and second lien senior secured notes, and other factors as the Board of Directors deems relevant.
Dividends Since first selling our common stock publicly in May 1999, we have not declared any cash dividends on any class of our common stock. We intend to retain future earnings for use in our business and do not anticipate declaring or paying any cash or stock dividends on shares of our common stock in the foreseeable future.
We intend to retain future earnings for use in our business and do not anticipate declaring or paying any cash or stock dividends on shares of our common stock in the foreseeable future.
On June 10, 2024, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D common stock (collectively, the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program will remain in effect for up to 24 months or until the authorization is exhausted.
On June 10, 2024, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D Common Stock (collectively, the “2024 Stock Repurchase Program”).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A voting common stock is traded on the NASDAQ Stock Market under the symbol “UONE”. Our Class D non-voting common stock is traded on the NASDAQ Stock Market under the symbol “UONEK”.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND COMPANY PURCHASES OF EQUITY SECURITIES Market Information Our Class A voting common stock is traded on the Nasdaq Stock Market under the symbol “UONE.” Our Class D non-voting common stock is traded on the Nasdaq Stock Market under the symbol “UONEK.” Number of Stockholders Based upon a survey of record holders and a review of our stock transfer records, as of February 13, 2026, there were 5,350 holders of Urban One’s Class A Common Stock, 2 holders of Urban One’s Class B Common Stock, 2 holders of Urban One’s Class C Common Stock, and 5,296 holders of Urban One’s Class D Common Stock.
Removed
Number of Stockholders Based upon a survey of record holders and a review of our stock transfer records, as of February 10, 2025, there were 9,020 holders of Urban One’s Class A Common Stock, two holders of Urban One’s Class B Common Stock, two holders of Urban One’s Class C Common Stock, and approximately 5,512 holders of Urban One’s Class D Common Stock.
Added
The number of holders of our Class A and Class D Common Stock is reflective of adjustments for our Reverse Stock Split effective January 22, 2026. Dividends Since first selling our common stock publicly in May 1999, we have not declared any cash dividends on any class of our common stock.
Removed
After giving effect to the above transactions, the programs collectively have approximately $13.7 million remaining shares under the authorization. See Note 17 – Stockholders Equity of the Company’s consolidated financial statements for further discussion. ITEM 6. [RESERVED] 35 Table of Contents
Added
(b) On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant.
Added
The 2024 Stock Repurchase Program would have remained in effect for up to 24 months or until the authorization is exhausted, however, certain restrictions on stock repurchases were imposed in connection with our December 2025 refinancing.
Added
See Note 15 - Stockholders Equity of the Company’s consolidated financial statements for further discussion. 37 T able of Contents As a result of certain restrictions imposed in connection with our December 2025 refinancing, our ability to make future repurchases of our common stock is limited by contractual restrictions contained in the indentures governing both our new first and second lien senior secured notes.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSummary of Performance The table below provides a summary of our performance based on the metrics described above: Years Ended December 31, 2024 2023 (in thousands) Net revenue $ 449,674 $ 477,690 Broadcast and digital operating income 140,181 168,366 Adjusted EBITDA 103,463 130,991 Net (loss) income attributable to common stockholders (105,394) 2,050 44 Table of Contents The reconciliation of net (loss) income to broadcast and digital operating income is as follows: Years Ended December 31, 2024 2023 (in thousands) Net (loss) income attributable to common stockholders $ (105,394) $ 2,050 Add back/(deduct) certain non-broadcast and digital operating income items included in net income: Interest and investment income (5,980) (6,967) Interest expense 48,571 56,196 Provision for income taxes 9,759 7,944 Corporate selling, general and administrative, excluding stock-based compensation 50,579 53,583 Stock-based compensation 5,716 9,975 Gain on retirement of debt (23,271) (2,356) Other income, net (896) (96,084) Loss from unconsolidated joint venture 411 5,131 Depreciation and amortization 7,716 7,101 Net income attributable to non-controlling interests 1,215 2,515 Impairment of goodwill and intangible assets 151,755 129,278 Broadcast and digital operating income $ 140,181 $ 168,366 The reconciliation of net (loss) income to adjusted EBITDA is as follows: Years Ended December 31, 2024 2023 (in thousands) Net (loss) income attributable to common stockholders $ (105,394) $ 2,050 Add back/(deduct) certain non-broadcast and digital operating income items included in net (loss) income: Interest and investment income (5,980) (6,967) Interest expense 48,571 56,196 Provision for income taxes 9,759 7,944 Depreciation and amortization 7,716 7,101 EBITDA $ (45,328) $ 66,324 Stock-based compensation 5,716 9,975 Gain on retirement of debt (23,271) (2,356) Other income, net (896) (96,084) Loss from unconsolidated joint venture 411 5,131 Net income attributable to non-controlling interests 1,215 2,515 Corporate development costs 1 8,658 12,872 Employment Agreement Award and other compensation — 169 Severance-related costs 2,712 669 Impairment of goodwill and intangible assets 151,755 129,278 Investment income from MGM National Harbor 2 — (115) Loss from ceased non-core business initiatives 3 2,491 2,613 Adjusted EBITDA $ 103,463 $ 130,991 (1) Corporate developments costs include professional fees and other nonrecurring items related to the material weakness remediation efforts. 45 Table of Contents (2) Investment income from MGM National Harbor is included in other income, net.
Biggest changeBusiness activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.” Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance. 45 T able of Contents Summary of Performance The table below provides a summary of our performance based on the metrics described above: Years Ended December 31, 2025 2024 (in thousands) Net revenue $ 374,371 $ 449,674 Broadcast and digital operating income 92,442 140,181 Adjusted EBITDA 56,657 103,463 Net loss attributable to common stockholders (146,869) (105,394) The reconciliation of net loss attributable to common stockholders to broadcast and digital operating income is as follows: Years Ended December 31, 2025 2024 (in thousands) Net loss attributable to common stockholders $ (146,869) $ (105,394) Add back/(deduct) certain non-broadcast and digital operating income items included in net loss: Interest and investment income (2,492) (5,980) Interest expense 38,806 48,571 (Benefit from) provision for income taxes (16,010) 9,759 Corporate selling, general and administrative expenses (1) 50,767 50,579 Stock-based compensation 1,907 5,716 Gain on retirement of debt (44,009) (23,271) Other expense (income), net 463 (896) Loss from unconsolidated joint venture — 411 Depreciation and amortization 18,073 7,716 Net (loss) income attributable to non-controlling interests (10) 1,215 Impairment of goodwill and intangible assets 191,816 151,755 Broadcast and digital operating income $ 92,442 $ 140,181 (1) Corporate selling, general and administrative expenses consists of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. 46 T able of Contents The reconciliation of net loss attributable to common stockholders to Adjusted EBITDA is as follows: Years Ended December 31, 2025 2024 (in thousands) Net loss attributable to common stockholders $ (146,869) $ (105,394) Add back/(deduct) certain Adjusted EBITDA items included in net loss: Interest and investment income (2,492) (5,980) Interest expense 38,806 48,571 (Benefit from) provision for income taxes (16,010) 9,759 Depreciation and amortization 18,073 7,716 EBITDA $ (108,492) $ (45,328) Stock-based compensation 1,907 5,716 Gain on retirement of debt (44,009) (23,271) Other expense (income), net 463 (896) Loss from unconsolidated joint venture — 411 Net (loss) income attributable to non-controlling interests (10) 1,215 Corporate costs (a) 2,211 8,658 Litigation settlement costs (b) 3,078 — Debt refinancing costs (c) 7,698 — Severance-related costs 1,753 2,712 Impairment of goodwill and intangible assets 191,816 151,755 Loss from ceased non-core business initiatives 242 2,491 Adjusted EBITDA $ 56,657 $ 103,463 (a) Corporate costs primarily include professional fees and other nonrecurring items related to the material weakness remediation efforts.
Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased.
Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are usually retired when repurchased.
On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the Current ABL Facility. The Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver certain Annual Financial Deliverables for the fiscal year ended December 31, 2022.
On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the 2021 ABL Facility. The Waiver and Amendment waived certain events of default under the 2021 ABL Facility related to the Company’s failure to timely deliver certain Annual Financial Deliverables for the fiscal year ended December 31, 2022.
However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income”. Broadcast and digital operating income is not a measure of financial performance under GAAP.
However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income.” Broadcast and digital operating income is not a measure of financial performance under GAAP.
For 2025, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
For 2026, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
The decrease in programming and technical expenses for the year ended December 31, 2024, compared to the same period in 2023 was due t o lower expenses across most segments.
The decrease in programming and technical expenses for the year ended December 31, 2025, compared to the same period in 2024, was due t o lower expenses across most segments.
The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
The 2021 ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the 2021 ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity.
The 2021 ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The 2021 ABL Facility also provided for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity.
The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount.
The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in Cable Television, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount.
RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations. The RMLC is currently negotiating with BMI.
RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations.
Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA”. Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP.
Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere in this report. Overview For the year ended December 31, 2024, consolidated net revenue decreased approximately 5.9% compared to the year ended December 31, 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere in this report. Overview For the year ended December 31, 2025, consolidated net revenue decreased approximately 16.7% compared to the year ended December 31, 2024.
During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. The Company recorded a net gain on retirement of debt of approximately $23.3 million during the year ended December 31, 2024.
The Company recorded a net gain on retirement of debt of approximately $44.0 million during the year ended December 31, 2025. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par.
Recent Accounting Pronouncements S ee Note 2 — Summary Of Significant Accounting Policies of our consolidated financial statements for a summary of recently issued accounting pronouncements not yet adopted and recently adopted accounting pronouncements. CRITICAL ACCOUNTING ESTIMATES Our accounting policies are described in Note 2 — Summary Of Significant Accounting Policies of our consolidated financial statements.
Recent Accounting Pronouncements S ee Note 2 - Summary Of Significant Accounting Policies of our consolidated financial statements for a summary of recently issued accounting pronouncements not yet adopted and recently adopted accounting pronouncements. 53 T able of Contents CRITICAL ACCOUNTING ESTIMATES Our accounting policies are described in Note 2 - Summary Of Significant Accounting Policies of our consolidated financial statements.
However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures. 37 Table of Contents URBAN ONE, INC.
However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures. 39 T able of Contents URBAN ONE, INC.
At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, ("LIBOR Loan") (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
At the Company’s election, the interest rate on borrowings under the 2021 ABL Facility were based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the 2021 ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, (“LIBOR Loan”) (as defined in the 2021 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
The increase in net cash flow used in financing activities is driven primarily by the increase in common stock and debt repurchase activity. We repurchased approximately $8.1 million and $1.6 million of our Class A and D Common Stock during the years ended December 31, 2024 and 2023, respectively.
The decrease in net cash flow used in financing activities is driven primarily by the decrease in common stock and debt repurchase activity. We repurchased approximately $2.8 million and $8.1 million of our Class A and D Common Stock during the years ended December 31, 2025 and 2024, respectively.
See Note 13 – Goodwill And Other Intangible Assets of the Company’s consolidated financial statements for further discussion.
See Note 12 – Goodwill, Net And Other Intangible Assets, Net of the Company’s consolidated financial statements for further discussion.
According to the Employment Agreement, the CEO is eligible to receive an award (the “Employment Agreement Award”) in an amount equal to approximately 4.0% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One.
According to the Employment Agreement, the CEO is eligible to receive an award (the “Employment Agreement Award”) in an amount equal to approximately 4.2% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in Cable Television.
Below are the key assumptions used in the income approach model for estimating the fair value of the iOne reporting unit in the most recent interim impairment assessment performed as of December 31, 2024 .
Below are the key assumptions used in the income approach model for estimating the fair value of the Reach Media reporting unit in the most recent interim impairment assessment performed as of December 31, 2025.
As of each of December 31, 2024 and 2023, there was no balance outstanding on the Current ABL Facility. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 8.
As of December 31, 2024, there was no outstanding balance on the prior 2021 ABL facility. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not required for smaller reporting companies.
On January 25, 2021, the Company closed on an offering (the “2028 Notes Offering”) of $825.0 million in aggregate principal amount of the 2028 Notes in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
On January 25, 2021, the Company closed on an offering of $ 825.0 million in aggregate principal amount of 7.375% Senior Secured Notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The fair value estimate incorporated a number of assumptions and estimates, including but not limited to revenue growth rate s, future operating profit margins, discount rate, peer companies, average recurring EBITDA multiples and weighting of the income and market approach.
The fair value estimate incorporated a number of assumptions and estimates, including but not limited to projected revenues assumptions , future operating profit margins, discount rates, peer companies, average recurring EBITDA multiples and weighting of the income and market approach.
Songwriters and music publishers have withdrawn from the traditional PRO's, particularly ASCAP and BMI, and new entities, such as GMR, have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.
The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional PRO's, particularly ASCAP and BMI, and new entities, such as GMR, have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.
During the year ended December 31, 2024 , the Company repurchased 1,191,610 shares of Class D common stock under the 2024 Stock Repurchase Program in the amount of approximately $1.4 million at an average price of $1.22 per share.
During the year ended December 31, 2024, the Company repurchased 119,161 shares of Class D Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $1.4 million at an average price of $12.20 per share.
We use non-GAAP financial measures including broadcast and digital operating income and Adjusted EBITDA as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review.
We use non-GAAP financial measures including broadcast and digital operating income and Adjusted EBITDA as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review. Reliance should not be placed on any single financial measure to evaluate our business.
During the year ended December 31, 2024, the Company did not repurchase any shares of Class A stock under the $0.5 million Stock Grant Repurchase Authorization. During the year ended December 31, 2024 the Company repurchased 184,495 shares of Class D Common Stock for approximately $0.3 million at an average price of $1.42 per share.
During the year ended December 31, 2025, the Company did not repurchase any shares of Class A stock under the $0.5 million Stock Grant Repurchase Authorization. During the year ended December 31, 2025 the Company repurchased 9,898 shares of Class D Common Stock for approximately $0.1 million at an average price of $9.80 per share.
During the year ended December 31, 2024 , the Company executed Stock Vest Tax Repurchases of 425,966 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $3.20 per share.
During the year ended December 31, 2024, the Company executed Stock Vest Tax Repurchases of 42,597 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $32.00 per share.
Approximately $20.9 million relates to certain commitments for content agreements for the Company’s Cable Television segment, approximately $22.2 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements.
Approximately $12.2 million relates to certain commitments for content agreements for the Company’s Cable Television segment, approximately $34.7 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements.
Provision for income taxes Years Ended December 31, Change 2024 2023 $ 9,759 $ 7,944 $ 1,815 22.8 % For the year ended December 31, 2024, we recorded a provision for income taxes of approximately $9.8 million on the pre-tax loss of $94.0 million resulting with an annual effective tax rate of (10.4)%.
For the year ended December 31, 2024, we recorded a provision for income taxes of approximately $9.8 million on pre-tax loss of $94.0 million resulting with an annual effective tax rate of (10.4)%.
For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management.
Expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses.
Based on these analyses, the Company recognized an impairment loss of approximately $20.2 million associated with the TV One reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2024 .
Based on these analyses, the Company recognized an impairment loss of approximately $0.5 million associated with the Reach Media reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2025.
Reliance should not be placed on any single financial measure to evaluate our business. 42 Table of Contents Measurement of Performance We monitor and evaluate the growth and operational performance of our business using net income and the following key metrics: (a) Net revenue : The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue.
Measurement of Performance We monitor and evaluate the growth and operational performance of our business using net income and the following key metrics: (a) Net revenue : The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue.
On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a four-year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional three-year extended term that the Company may effectuate prior to the end of the initial term.
On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a 4 year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional 3 year extended term that the Company has opted into.
To determine the fair value of the broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the license).
To determine the fair value of the broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the broadcasting license). The Company performed a discounted cash flow model for broadcasting licenses across relevant radio markets.
Broadcast and digital operating income decreased to approximately $140.2 million for the year e nded December 31, 2024, compared to approximately $168.4 million for the year ended December 31, 2023, a decrease of approximately $28.2 million or (16.7)%. This decrease was due to lower broadcast and digital operating income at each of our segments except our Radio Broadcasting segment.
Broadcast and digital operating income decreased to approximately $92.4 million for the year e nded December 31, 2025, compared to approximately $140.2 million for the year ended December 31, 2024, a decrease of approximately $47.7 million or (34.1)%. This decrease was due to lower broadcast and digital operating income at each of our segments except our Cable Television segment.
Our Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts.
Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run. Our Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts.
The Company estimated the fair value of the Employment Agreement Award as of December 31, 2024 and 2023, at approximately $10.4 million and $23.0 million, respectively, and, accordingly, adjusted the liability to that amount.
The Company estimated the fair value of the Employment Agreement Award as of December 31, 2025 and 2024, at approximatel y $ 7.1 million and $10.4 million, respectively, and, accordingly, adjusted the liability to that amount.
The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum. As of December 31, 2024 , there were approximately $584.6 million of the 2028 Notes outstanding.
The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum.
Operating expenses Programming and technical, excluding stock-based compensation Years Ended December 31, Change 2024 2023 $ 135,235 $ 136,884 $ (1,649) (1.2) % Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations.
Operating expenses Programming and technical, excluding stock-based compensation Years Ended December 31, Change 2025 2024 $ 125,396 $ 135,235 $ (9,839) (7.3) % Programming and technical expenses for the Radio Broadcasting segment include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations.
The 2028 Notes Offering and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral.
See Note 19 - Subsequent Events for additional repurchase of the 2028 Notes. 48 T able of Contents Prior to the 2025 Refinancing, the 2028 Notes and the guarantees were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis, including the capital stock of each guarantor and (ii) on a second priority basis by collateral securing our asset backed credit facility.
The decrease was primarily due to lower cash and cash equivalents balances during the year ended December 31, 2024.
The decrease was primarily due to lower interest-bearing cash and cash equivalents balances during the year ended December 31, 2025 , than in the corresponding period in 2024.
Interest and investment income Years Ended December 31, Change 2024 2023 $ 5,980 $ 6,967 $ (987) (14.2) % Interest and investment income was approximately $6.0 million for the year ended December 31, 2024 compared to approximately $7.0 million for the year ended December 31, 2023, a decrease of approximately $1.0 million.
Interest and investment income Years Ended December 31, Change 2025 2024 $ 2,492 $ 5,980 $ (3,488) (58.3) % Interest and investment income was approximately $2.5 million for the year ended December 31, 2025 compared to approximately $6.0 million for the year ended December 31, 2024, a decrease of approximately $3.5 million.
Reach Media generated approximately $15.5 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $17.9 million during the year ended December 31, 2023, primarily due to lower expenses offset by lower revenue.
Reach Media generated approximately $1.4 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately $15.5 million during the year ended December 31, 2024, primarily due to lower advertising and political revenues offset by lower programming and technical expenses.
Therefore, the Company performed a quantitative impairment assessment for the TV One reporting unit to determine whether it was impaired as of September 30, 2024 and December 31, 2024 .
Therefore, the Company performed a quantitative impairment assessment for the Cable Television reporting unit to determine whether it was impaired as of December 31, 2025.
Advances under the Current ABL Facility are limited to (a) eighty-five percent (85.0%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
Advances under the 2021 ABL Facility were limited to (a) eighty-five percent (85.0)% of the amount of Eligible Accounts (as defined in the 2021 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the 2021 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the 2021 ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the 2021 ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent. 51 T able of Contents All obligations under the 2021 ABL Facility were secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the 2021 ABL Facility).
We re cognized approximately $47.3 million of revenue from our Reach Media segment during the year ended December 31, 2024, compared to approxima tely $52.9 million for the year ended December 31, 2023, a decrease of approximately $5.6 million. The decrease was primarily driven by overall demand and attrition of advertisers.
The decrease was primarily driven by weaker overall demand from national and local advertisers and non-returning political revenues. We re cognized approximately $31.1 million of revenue from our Reach Media segment during the year ended December 31, 2025, compared to approxima tely $47.3 million for the year ended December 31, 2024, a decrease of approximately $16.1 million.
The Current ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent.
Asset Backed Line of Credit On February 19, 2021, the Company closed on an asset backed credit facility (the “2021 ABL Facility”). The 2021 ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent.
Our Radio Broadcasting segment generated approximately $39.2 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $34.6 million during the year ended December 31, 2023, of approximately, primarily due to higher political revenues.
Our Radio Broadcasting segment generated approximately $21.2 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately $39.2 million during the year ended December 31, 2024, primarily due to lower radio and political revenues offset by lower selling, general and administrative expenses .
Expenses in our Digital segment decreased approximately $0.8 million for the year ended December 31, 2024 compared to the y ear ended December 31, 2023 due primarily to lower software license fees, video production costs and lower payroll expenses .
Expenses in our Digital segment decreased approximately $1.4 million for the year ended December 31, 2025 compared to the y ear ended December 31, 2024 due primarily to lower headcount costs, lower rent expense, and lower video production costs .
Of the total amount of other operating contracts and agreements included in the table above, approximately $68.4 million has not been recorded on the consolidated balance sheets as of December 31, 2024, as it does not meet recognition criteria.
These contracts relate to their content assets as well as prepaid programming related agreements. Of the total amount of other operating contracts and agreements included in the table above, approximately $118.2 million has not been recorded on the consolidated balance sheets as of December 31, 2025, as it does not meet recognition criteria.
We consider the following policies and estimates to be most critical in understanding the judgments involved in preparing our consolidated financial statements and the uncertainties that could affect our results of operations, financial condition and cash flows.
We consider the following policies and estimates to be most critical in understanding the judgments involved in preparing our consolidated financial statements and the uncertainties that could affect our results of operations, financial condition, and cash flows. Goodwill Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable intangible net assets acquired in business combinations.
Stock-based compensation Years Ended December 31, Change 2024 2023 $ 5,716 $ 9,975 $ (4,259) (42.7) % Stock-based compensation expense was approximately $5.7 million for the year ended December 31, 2024 compared to approximately $10.0 million for the year ended December 31, 2023, a decrease of approximately $4.3 million.
Stock-based compensation Years Ended December 31, Change 2025 2024 $ 1,907 $ 5,716 $ (3,809) (66.6) % Stock-based compensation expense was approximately $1.9 million for the year ended December 31, 2025 compared to approximately $5.7 million for the year ended December 31, 2024, a decrease of approximately $3.8 million.
We account for goodwill and broadcasting licenses under Accounting Standards Codification (“ASC”) 350, “ Intangibles – Goodwill and Other ”, (“ASC 350”) which requires the Company to test goodwill at the reporting unit level and radio broadcasting licenses and TV One Trade Name at the accounting unit level for impairment annually or whenever events or circumstances indicate that impairment may exist.
We account for goodwill and broadcasting licenses under Accounting Standards Codification (“ASC”) 350, “ Intangibles – Goodwill and Other ”, (“ASC 350”) which requires the Company to test goodwill at the reporting unit level on October 1 of each year, or more frequently when events or circumstances indicate that impairment may have occurred.
During the year ended December 31, 2024 , the Company repurchased 2,850,844 shares of Class A Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $5.0 million at an average price of $1.77 per share. 908,894 shares of Class A Common Stock remained in Treasury Stock, at cost as of December 31, 2024 .
During the year ended December 31, 2024, the Company repurchased 285,084 shares of Class A Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $5.0 million, or an average price of $17.70 per share. 90,889 shares of Class A Common Stock remained in Treasury Stock, at cost as of December 31, 2024.
There fore, the Company performed a quantitative impairment assessment for iOne reporting unit to determine whether it was impaired as of September 30, 2024 and December 31, 2024 .
Therefore, the Company performed a quantitative impairment assessment for the Reach Media reporting unit to determine whether it was impaired as of December 31, 2025.
Gain on retirement of debt Years Ended December 31, Change 2024 2023 $ 23,271 $ 2,356 $ 20,915 *NM Gain on retirement of debt was approximately $23.3 million for the year ended December 31, 2024 compared to a pproximately $2.4 million for the year ended December 31, 2023, an increase of approximately $20.9 million.
Gain on retirement of debt Years Ended December 31, Change 2025 2024 $ 44,009 $ 23,271 $ 20,738 89.1 % Gain on retirement of debt was approximately $44.0 million for the year ended December 31, 2025 compared to a pproximately $23.3 million for the year ended December 31, 2024, an increase of approximately $20.7 million.
Interest expense Years Ended December 31, Change 2024 2023 $ 48,571 $ 56,196 $ (7,625) (13.6) % Interest expense decreased to approximately $48.6 million for the year ended December 31, 2024, compared to approximately $56.2 million for the year ended December 31, 2023, a decrease of approximately $7.6 million. The decrease is due to lower overall debt balances outstanding.
Interest expense Years Ended December 31, Change 2025 2024 $ (38,806) $ (48,571) $ 9,765 (20.1) % Interest expense decreased to approximately $38.8 million for the year ended December 31, 2025, compared to approximately $48.6 million for the year ended December 31, 2024, decrease of approximately $9.8 million. The decrease is due to lower overall debt balances outstanding.
As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.
The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer. Our Cable Television segment generates the Company’s cable television revenue and derives its revenue principally from advertising and affiliate revenue.
The Company did not repurchase any shares of Class A common stock during the year ended December 31, 2023. 46 Table of Contents On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant (the "Stock Grant Repurchase Authorization").
On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant (the “Stock Grant Repurchase Authorization”).
Expenses in our Reach Media segment decreased approximately $1.5 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to lower affiliate station costs .
Expenses in our Reach Media segment decreased approximately $1.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due primarily to a decrease in talent fees, decreased profit share, and decreased affiliate station compensation.
Expenses in our Digital segment decreased approximately $2.0 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to lower compensation costs and a reduction in promotional expenses.
Expenses in our Digital segment decreased approximately $2.5 million for the year ended December 31, 2025, compared to the year ended December 31, 2024 due primarily to a decrease in traffic acquisition costs due to lower revenue, a decrease in sales production costs, a decrease in legal costs and lower headcount costs.
As the Company will measure changes in the fair value of this award at each reporting period as warranted by certain circumstances, different estimates or assumptions may result in a change to the fair value of the award amount previously recorded.
As the Company will measure changes in the fair value of this award at each reporting period as warranted by certain circumstances, different estimates or assumptions may result in a change to the fair value of the award amount previously recorded. 60 T able of Contents Content Assets Content assets that are expected to be predominantly monetized on our networks with other programming are considered monetized as a group.
W e recognized approximately $70.7 million of revenue from our Digital segment during the year ended December 31, 2024, compared to $75.5 million during the year ended December 31, 2023, a decrease of approximately $4.8 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers.
The decrease was primarily driven by a decrease in syndicated revenue and event revenue. W e recognized approximately $47.8 million of revenue from our Digital segment during the year ended December 31, 2025, compared to $62.8 million during the year ended December 31, 2024, a decrease of approximately $15.0 million.
Additionally, under the Waiver and Amendment, the Current ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the Current ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the Current ABL Facility) shall be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended Current ABL Facility) (the “SOFR Interest Rate Change”). 47 Table of Contents Between June 5, 2023 and May 30, 2024, the Company entered into six more waivers and amendments related to the Company’s failure to timely deliver certain financial deliverables as required under the Current ABL Facility.
Additionally, under the Waiver and Amendment, the 2021 ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the 2021 ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the 2021 ABL Facility) would be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended 2021 ABL Facility) (the “SOFR Interest Rate Change”).
(b) Broadcast and digital operating income : The radio broadcasting industry commonly refers to “station operating income” which consists of net (loss) income before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt.
Net revenue is recognized for our Cable Television business as advertisements are run or impressions delivered, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support. 44 T able of Contents (b) Broadcast and digital operating income : The radio broadcasting industry commonly refers to “station operating income” which consists of net loss before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt.
TV One Reporting Unit The Company noted a continued decline in revenues in the TV One reporting unit, indicating that it was more likely than not that the TV One reporting unit was impaired.
As of December 31, 2025, the Company noted a continued decline in revenues and operating profit margin in the Reach Media reporting unit, indicating that it was more likely than not that the Reach Media reporting unit was impaired.
On February 14, 2025, certain non-controlling interest shareholders of Reach Media exercised their annual Put Right for $3.2 million, increasing the Company’s interest in Reach Media to 95.0% and decreasing the interest of the non-controlling interest shareholders from 10.0% to 5.0%. 55 Table of Contents Management, at this time, cannot reasonably determine the period when and if the remaining portion of the Put Right will be exercised by the non-controlling interest shareholders.
On February 14, 2025, certain non-controlling interest shareholders of Reach Media exercised their annual Put Right for $3.2 million, increasing the Company’s interest in Reach Media to 94.6% and decreasing the interest of the non-controlling interest shareholders from 10.0% to 5.4%.
Uncertainty in the macroeconomic environment with continued increases in inflation and interest rates, changes in governmental spending and its resulting impact on the national and more localized economies and banking volatility, may have an adverse effect on our revenues. On March 8, 2023, ROEH issued a Put Notice with respect to its Put Interest in MGM National Harbor.
Uncertainty in the macroeconomic environment with continued increases in inflation and interest rates, changes in governmental spending and its resulting impact on the national and more localized economies and banking volatility, may have an adverse effect on our revenues. From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases.
Our Digital segment generated approximately $18.1 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $20.0 million during the year ended December 31, 2023, primarily due to decrease in net revenues and reduced expenses.
Our Digital segment generated approximately $2.4 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately $18.1 million during the year ended December 31, 2024, primarily due to lower digital advertising revenues offset by lower programming and technical and selling, general and administrative expenses .
During the year ended December 31, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par. The Company recorded a net gain on retirement of debt of approximately $2.4 million for the year ended December 31, 2023.
As discussed above, during the year ended December 31, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par, resulting in a net gain on retirement of debt of approximately $44.0 million.
The Current ABL Facility matures on the earlier to occur of (a) the date that is five years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes.
The obligations are also guaranteed by all material restricted subsidiaries of the Company. The 2021 ABL Facility matured on the earlier to occur of (a) the date that is 5 years from the effective date of the 2021 ABL Facility, and (b) 91 days prior to the maturity of the Company’s then outstanding 2028 Notes.
The following table presents sensitivity analyses for radio broadcasting licenses and goodwill of reporting units within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting unit terminal growth rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5.0% and 10.0% reduction in the fair values of broadcasting licenses and reporting units. 50 Table of Contents Hypothetical Increase in the Recorded Impairment Charge For the Year Ended December 31, 2024 Broadcasting Licenses Goodwill (a) (in millions) Impairment Charge Recorded: Radio Market Reporting Units $ 118.5 $ — Hypothetical Change for Radio Market Reporting Units: A 100 basis point decrease in radio industry terminal growth rates $ 10.1 $ — A 100 basis point decrease in operating profit margin in the projection period 13.6 — A 100 basis point increase in the applicable discount rate 27.2 1.3 A 5.0% reduction in the fair value of broadcasting licenses and reporting units 11.6 — A 10.0% reduction in the fair value of broadcasting licenses and reporting units 23.9 1.0 (a) Goodwill impairment charge applies only to further goodwill impairment and not to any potential license impairment that could result from changing other assumptions.
The following table presents sensitivity analyses for radio broadcasting licenses and goodwill of reporting units within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting unit terminal rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5.0% and 10.0% reduction in the fair values of broadcasting licenses.
Finally, our Cable Television segment generated approximately $67.0 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $95.5 million during the year ended December 31, 2023, with the decrease primarily due to lower net revenues and higher expenses. 43 Table of Contents (c) Adjusted EBITDA : Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate development costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income.
(c) Adjusted EBITDA : Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate costs, non-recurring litigation settlement costs, non-recurring debt refinancing costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income.
Impairment charges are non-cash in nature, and as with current and past impairment charges, any future impairment charges will not impact our cash needs or liquidity or our bank ratio covenant compliance.
Impairment charges are non-cash in nature, and as with current and past impairment charges, any future impairment charges will not impact our cash needs or liquidity or our bank ratio covenant compliance. Radio Market Reporting Units On July 1, 2025, the Company determined the components of our Radio Broadcasting operating segment represent a single reporting unit.
In order to maximize cash revenue for our spot inventory, we closely manage the use of trade and barter agreements. Within our Digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements.
Within our Digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized.
During the year ended December 31, 2023, the Company repurchased 824 shares of Class D common stock for approximately $3,000 at an average price of $3.99 per share.
During the year ended December 31, 2024, the Company did not repurchase any shares of Class A stock under the Stock Grant Repurchase Authorization. During the year ended December 31, 2024, the Company repurchased 18,450 shares of Class D Common Stock for approximately $0.3 million at an average price of $14.20 per share.
December 31, 2024 Discount rate 11.5 % Operating profit margin range 27.0% - 34.4% Revenue growth rate range (4.2)% - 1.9% Average recurring EBITDA multiple 4.5x The following table presents sensitivity analysis for the TV One reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal growth rate, operating profit margin, discount rate, 5% and 10% reduction in fair value of the TV One reporting unit which the Company has determined to be a significant assumption impacting the impairment: 52 Table of Contents Hypothetical Increase in the Recorded Impairment Charge For the Year Ended December 31, 2024 TV One Reporting Unit (in millions) Impairment Charge Recorded: TV One Reporting Unit $ 20.2 Hypothetical Change for TV One Reporting Unit A 100 basis point decrease in the cable television industry terminal growth rates $ 5.0 A 100 basis point decrease in the applicable operating profit margin 10.0 A 100 basis point decrease in the applicable discount rate 20.0 A 5.0% reduction in the fair value of TV One 15.0 A 10.0% reduction in the fair value of TV One 30.0 See Note 13 – Goodwill And Other Intangible Assets , of our consolidated financial statements for further discussion. iOne Reporting Unit Th e Company noted a continued decline in revenues in the iOne reporting unit, indicating that it was more likely than not that the iOne reporting unit was impaired.
Goodwill (Reach Media Reporting Unit) As of December 31, 2025 Discount rate 15.0 % Projected revenues assumption rate range (0.5)% - 2.5% Operating profit margins range 7.0% - 9.3% 57 T able of Contents The following table presents sensitivity analysis for the Reach Media reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal rate, operating profit margin, discount rate, and a 5% and 10% reduction in fair value of the Reach Media reporting unit: Hypothetical Increase in the Recorded Impairment Charge as of December 31, 2025 Goodwill (in millions) Impairment Charge Recorded: Reach Media Reporting Unit $ 0.5 Hypothetical Change for Reach Media Reporting Unit A 100 basis point decrease in the Reach Media industry terminal rates $ 0.5 A 100-basis point decrease in operating profit margin in the projection period 2.0 A 100 basis point increase in the applicable discount rate 1.0 A 5.0% reduction in the fair value of Reach Media Reporting Unit 1.2 A 10.0% reduction in the fair value of Reach Media Reporting Unit 2.4 See Note 12 – Goodwill, Net And Other Intangible Assets, Net , of our consolidated financial statements for further discussion.
As of December 31, 2024, we had approximately $257.8 million in broadcasting licenses and $30.0 million across seven of our 13 radio market reporting units in goodwill within the Radio Market reporting unit, which totaled $287.8 million and represented approximately 29.8% of our total assets. 49 Table of Contents We believe our estimate of the fair value of our reporting units, radio broadcasting licenses and TV One Trade Name are critical accounting estimates as the value is significant in relation to our total assets, and our estimate of the value uses judgmental assumptions that incorporate variables based on past experiences and expectations about future operating performance.
We believe our estimates of the fair value of our reporting units are critical accounting estimates as the value is significant in relation to our total assets, and our estimate of the value uses judgmental assumptions that incorporate variables based on past experiences and expectations about future operating performance.
If there is no incremental impairment, impact will be zero. See Note 13 – Goodwill And Other Intangible Assets , of our consolidated financial statements for further discussion.
See Note 12 – Goodwill, Net And Other Intangible Assets, Net , of our consolidated financial statements for further discussion.

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