Mediaco Holding Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (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 In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. 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. (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. GAAP. 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; and • 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. 68 Table of Contents 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. ITEM 9B. 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 69 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item with respect to directors or nominees to be directors of MediaCo is incorporated by reference from the sections entitled “Proposal 1: Election of Directors,” “Delinquent Section 16(a) Reports,” “Corporate Governance – Certain Committees of the Board of Directors,” and “Corporate Governance – Code of Ethics” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies. 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. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference from the sections entitled “Corporate Governance – Compensation of Directors,” and “Executive Compensation” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this item is incorporated by reference from the section entitled “Security Ownership of Beneficial Owners and Management” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies. Equity Compensation Plan Information The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our 2021 and 2020 Equity Compensation Plans as of December 31, 2024. Our shareholders have approved these plans. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) Plan Category (A) (B) (C) Class A common stock Equity Compensation Plans Approved by Security Holders 486,717 $ 0.83 455,275 Equity Compensation Plans Not Approved by Security Holders — — — Total 486,717 $ 0.83 455,275 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference from the sections entitled “Corporate Governance – Independent Directors” and “Corporate Governance – Transactions with Related Persons” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our independent registered public accounting firm is Ernst & Young LLP , Indianapolis, IN , PCAOB ID 42 . The information required by this item is incorporated by reference from the section entitled “Matters Relating to Independent Registered Public Accountants” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies. 70 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Financial Statements The financial statements filed as a part of this report are set forth under Item 8. Financial Statement Schedules No financial statement schedules are required to be filed with this report. Exhibits The following exhibits are filed or incorporated by reference as a part of this report: Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 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. 10-KT 12/31/2019 3.1 3/27/2020 3.2 Articles of Amendment to Articles of Amendment of Amended & Restated Articles of Incorporation . 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. 10-K 12/31/2021 3.2 3/24/2022 4.1 Description of Capital Stock . 10-KT 12/31/2019 4.1 3/27/2020 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. 2021 Equity Compensation Plan . Definitive Proxy Ex. A 4/2/2021 10.3 Promissory Note, dated as of November 25, 2019, by MediaCo Holding Inc. in favor of Emmis Communications Corporation . 8-K 10.8 11/27/2019 10.4† Form of Restricted Stock Agreement under 2020 Equity Compensation Plan. 10-Q 6/30/2020 10.2 8/14/2020 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 10.6 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 71 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 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. and Ann C. Beemish. 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. and Ann C. Beemish. 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 . X 21 Subsidiaries of MediaCo Holding Inc. X 23 Consent of Independent Registered Public Accounting Firm X 31.1 Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act X 31.2 Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act X 32.1 Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97† MediaCo Holding Inc. 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 72 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X + The Registrant will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. † 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. ITEM 16. FORM 10-K SUMMARY None. 73 Table of Contents Signatures. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MEDIACO HOLDING INC. Date: April 15, 2025 By: /s/ Alberto Rodriguez Alberto Rodriguez Interim Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE Date: April 15, 2025 /s/ Alberto Rodriquez Interim Chief Executive Officer and President Alberto Rodriguez (Principal Executive Officer) Date: April 15, 2025 /s/ Debra DeFelice Chief Financial Officer and Treasurer Debra DeFelice (Principal Financial Officer and Principal Accounting Officer) Date: April 15, 2025 /s/ Jacqueline Hernández Director Jacqueline Hernández Date: April 15, 2025 /s/ Colbert Cannon Director Colbert Cannon Date: April 15, 2025 /s/ Andrew P. Glaze Director Andrew P. Glaze Date: April 15, 2025 /s/ Robert L. Greene Director Robert L. Greene Date: April 15, 2025 /s/ Mary Beth McAdaragh Riggio Director Mary Beth McAdaragh Riggio Date: April 15, 2025 /s/ Deborah McDermott Director Deborah McDermott Date: April 15, 2025 /s/ Brett Pertuz Director Brett Pertuz Date: April 15, 2025 /s/ Amit Thakrar Director Amit Thakrar 74