What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 89 added, 39 removed, 117 unchanged (52% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this transition report, the Company evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” (“Disclosure Controls”).

This evaluation (the “Controls Evaluation”) was performed under the supervision and with the participation of management, including our Interim President and Chief Operating Officer (“President and COO”) and Chief Financial Officer (“CFO”).

Based upon the Controls Evaluation, our President and COO and CFO concluded that as of December 31, 2023, our Disclosure Controls are effective to ensure that information relating to MediaCo Holding Inc.

and Subsidiaries that is required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(a) Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report.

Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.

Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

1 unchanged sentence

In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Management’s Report on Internal Control Over Financial Reporting

The management of MediaCo Holding Inc.

is responsible for establishing and maintaining adequate internal control over financial reporting.

Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, MediaCo Holding Inc.’s principal executive and principal financial officers and effected by MediaCo Holding Inc.’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of MediaCo Holding Inc.

are being made only in accordance with authorizations of management and directors of the Company;

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of MediaCo Holding Inc.’s assets that could have a material effect on the financial statements.

Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2023, based on the control criteria established in a report entitled Internal Control—Integrated Framework (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluation, management has concluded that its internal control over financial reporting is effective as of December 31, 2023.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to the material weakness described below.

We did not design and maintain effective controls over the accounting for the Company’s business combination with Estrella.

This included lack of appropriate oversight of third-party valuation specialists and insufficient design and implementation of controls over the completeness and accuracy of data and certain assumptions used in the valuation of intangible assets.

We also did not maintain sufficiently competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations.

Remediation Plan for Material Weakness

Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above.

We have begun the process to remediate the material weakness and will continue our efforts through fiscal 2025.

The remediation efforts include:

• Hiring additional competent and qualified technical accounting and financial reporting personnel with appropriate knowledge and experience of U.S.

GAAP and SEC financial reporting requirements;

• Training of new personnel and existing personnel in new roles on proper execution of designed control procedures;

• Designing and implementing controls over nonroutine and complex transactions, including reviews of third-party specialist work and information used in the operation of the controls;

• Engaging third party experts to assist in analyzing and concluding on complex accounting matters.

The material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

If not remediated, the material weakness could result in material misstatements to our annual or interim consolidated financial statements that may not be prevented or detected on a timely basis or result in a delayed filing of required periodic reports.

If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Pursuant to Item 308(b) of Regulation S-K, management’s report is not subject to attestation by our independent registered public accounting firm because the Company is neither an “accelerated filer” nor a “large accelerated filer” as those terms are defined by the SEC.

OTHER INFORMATION

None of the Company's directors and officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non

Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the Company's fiscal quarter ended December 31, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

2 unchanged sentences

Information about executive officers of MediaCo or its affiliates who are not directors or nominees to be directors is presented in Part I under the caption “Information about our Executive Officers.”

The Company has an Amended and Restated Securities Trading Policy that governs transactions in our securities by our directors, officers, and employees, as well as temporary employees, independent consultants and contractors, and promote compliance with the laws and rules applicable thereto.

The Amended and Restated Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

EXECUTIVE COMPENSATION

39 unchanged sentences

Ending Exhibit Filing

1.1 At-The-Market Sales Agreement, dated December 12, 2024, by and among MediaCo Holding, Inc., BTIG, LLC and Moelis & Company LLC .

8-K 1.1 12/13/2024

2.1* Asset Purchase Agreement by and among MediaCo Holding Inc., MediaCo Operations LLC, Estrella Broadcasting, Inc., and SLF LBI Aggregator, LLC, dated April 17, 2024.

8-K 2.1 4/18/2024

3.1 Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended.

2 unchanged sentences

8-K 3.1 3/27/2023

3.3 Articles of Amendment to Amended & Restated Articles of Incorporation of MediaCo Holding Inc., dated April 17, 2014.

8-K 3.1 4/18/2024

3.4 Amended and Restated Code of Bylaws of MediaCo Holding Inc.

2 unchanged sentences

10-KT 12/31/2019 4.1 3/27/2020

10.2† Employment Agreement between MediaCo Holding Inc.

and Ann Beemish, dated February 9, 2022

4.2 Class A common stock Purchase Warrant issued by MediaCo Holding Inc.

to SLF LBI Aggregator, LLC, dated April 17, 2024.

8-K 4.1 4/18/2024

10.1* Voting and Support Agreement, by and among Estrella Broadcasting, Inc., MediaCo Holding, Inc., and SG Broadcasting LLC, dated April 17, 2024.

8-K 10.1 4/18/2024

10.2† MediaCo Holding Inc.

6 unchanged sentences

10-Q 6/30/2020 10.2 8/14/2020

10.8† Separation and Release Agreement between the Company and Bradford A.

10.5 Term Loan Agreement dated as of April 17, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and WhiteHawk Capital Partners LP as Term Agent.

8-K 10.2 4/18/2024

10.9† Separation and Release Agreement between the Company and Rahsan-Rahsan Lindsay

10.6 Second Lien Term Loan Agreement dated as of April 17, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and HPS Investment Partners, LLC as Term Agent.

8-K 10.3 4/18/2024

10.7 S hare holders Agreement by and among MediaCo Holding Inc., SLF LBI Aggregator, LLC, and SG Broadcasting LLC, dated April 17, 2024.

8-K 10.4 4/18/2024

Incorporated by Reference

Number Exhibit Description Filed

Herewith Form Period

Ending Exhibit Filing

10.8 Registration Rights Agreement by and among MediaCo Holding Inc., SG Broadcasting LLC, and SLF LBI Aggregator, LLC, dated April 17, 2024.

8-K 10.5 4/18/2024

10.9 Option Agreement by and among MediaCo Operations LLC, MediaCo Holding Inc., Estrella Broadcasting, Inc., Estrella Media, Inc., and the other parties named therein, dated April 17, 2024.

10-Q 10.6 9/18/2024

10.10 Network Program Supply Agreement by and among MediaCo Operations LLC and Estrella Media, Inc., dated April 17, 2024.

10-Q 10.7 9/18/2024

10.11 Network Affiliation Agreement by and among MediaCo Operations LLC and Estrella Media, Inc., dated April 17, 2024.

10-Q 10.8 9/18/2024

10.12 First Amendment and Limited Consent to Credit Agreement dated as of September 10, 2024, by and between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and WhiteHawk Capital Partners LP as Term Agent.

8-K 10.1 9/16/2024

10.13 Limited Consent to Credit Agreement dated as of September 10, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and HPS Investment Partners, LLC, as Term Agent.

8-K 10.2 9/16/2024

10.14† Separation and General Release Agreement, dated as of October 1, 2024, by and between MediaCo Holding, Inc.

8-K 99.1 10/7/2024

10.15 Independent Contractor Consulting Agreement, dated as of October 1, 2024, by and between MediaCo Holding, Inc.

8-K 99.2 10/7/2024

10.16 Employee Leasing Agreement.

8-K 10.1 10/30/2024

19 Amended and Restated Securities Trading Policy .

21 Subsidiaries of MediaCo Holding Inc.

12 unchanged sentences

Compensation Recoupment Policy

10-K 12/31/2023 97 4/1/2024

101.INS Inline XBRL Instance Document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

Incorporated by Reference

2 unchanged sentences

Ending Exhibit Filing

101.INS Inline XBRL Instance Document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

5 unchanged sentences

† Constitutes a management contract or compensatory plan or arrangement.

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

FORM 10-K SUMMARY

2 unchanged sentences

April 15, 2025

/s/ Kudjo Sogadzi

Kudjo Sogadzi

Interim President and Chief Operating Officer

/s/ Alberto Rodriguez

Alberto Rodriguez

Interim Chief Executive Officer and President

(Principal Executive Officer)

2 unchanged sentences

April 15, 2025

/s/ Kudjo Sogadzi Interim President and Chief Operating Officer

Kudjo Sogadzi (Principal Executive Officer)

/s/ Alberto Rodriquez Interim Chief Executive Officer and President

Alberto Rodriguez (Principal Executive Officer)

April 15, 2025

Beemish Executive Vice President, Chief Financial Officer and Treasurer

Beemish (Principal Financial Officer and Principal Accounting Officer)

/s/ Debra DeFelice Chief Financial Officer and Treasurer

Debra DeFelice (Principal Financial Officer and Principal Accounting Officer)

April 15, 2025

/s/ Patrick M.

Walsh Director

/s/ Jacqueline Hernández Director

Jacqueline Hernández

April 15, 2025

Scott Enright Director

Scott Enright

/s/ Colbert Cannon Director

Colbert Cannon

April 15, 2025

/s/ Andrew Glaze Director

/s/ Andrew P.

Glaze Director

April 15, 2025

2 unchanged sentences

April 15, 2025

/s/ Mary Beth McAdaragh Director

Mary Beth McAdaragh

/s/ Mary Beth McAdaragh Riggio Director

Mary Beth McAdaragh Riggio

April 15, 2025

2 unchanged sentences

April 15, 2025

/s/ Jeffrey H.

Smulyan Director

/s/ Brett Pertuz Director

April 15, 2025

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures