What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-04-15 · 45 added, 48 removed, 336 unchanged (22% of the section changed)

MediaCo Holding Inc.

(“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio and digital advertising, premium programming and events.

(“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio, television, digital advertising, premium programming and events.

On April 17, 2024, MediaCo Holding Inc.

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MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo.

Our assets consist of two radio stations, WQHT(FM) and WBLS(FM), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.

Subsequently, on May 1, 2025, the parties entered into an equity purchase agreement that modified the structure and certain terms of the original Asset Purchase Agreement.

On May 1, 2025, the Put Right was exercised by Estrella Media, Inc.

and MediaCo acquired 100% of the equity interests of Estrella and certain subsidiaries of Estrella.

As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company.

See Note 1 — Summary Of Significant Accounting Policies.

Our assets before the Estrella Acquisition consisted of two radio stations, WQHT(FM) and WBLS(FM), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.

Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, and Estrella’s expansive digital channels, including its eight free ad-supported television (“FAST”) channels and EstrellaTV app.

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We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which were wholly owned direct and indirect subsidiaries of MediaCo, entered into an asset purchase agreement with The Lamar Company, L.L.C., a Louisiana limited liability company, pursuant to which we sold our Fairway outdoor advertising business to The Lamar Company, L.L.C.

The transactions contemplated by the purchase agreement closed as of the date of the purchase agreement.

We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets.

Unless otherwise noted, discussion herein refers to the Company's continuing operations.

See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional information.

BUSINESS SEGMENTS

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We expect to continue to expand our national reach on each of our brands through the digital, streaming, syndication and licensing arenas.

Our celebrity talent has broad national and international influence and are integrated into key cultural moments, which help amplify our brands.

celebrity talent has broad national and international influence and are integrated into key cultural moments, which help amplify our brands.

Provide content in ways that our audiences want to consume it

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(1) “Market Rank by Designated Market Area (“DMA”)” is the ranking of the radio market universe estimates for the various designated market areas served by our stations among all radio markets in the United States.

DMA rankings are from the Spring 2024 Nielsen Audio Radio Market Rankings.

DMA rankings are from the Fall 2025 Nielsen Audio Radio Market Rankings.

(2) “Ranking in Primary Demographic Target” is the ranking of the station within its designated primary demographic target among all radio stations in its market based on the December 2025 Nielsen Audio, Inc.

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In these situations, we do not bear financial risk on the success of the event.

In limited cases, such as the Fiestas Patrias and Hot 97's Summer Jam, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event.

In limited cases, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event.

NEW TECHNOLOGIES

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Factors that are material to the competitive position of content include its quality and cultural relevance and the breadth of its availability.

We invest in award-winning entertainment and news programming and sports, music, and lifestyle content in order to stay competitive.

We invest in award-winning entertainment, news programming, sports, music, and lifestyle content in order to stay competitive.

Cost of content is a factor for our audiences, which is why we distribute our content as free, ad-supported.

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Diversity and Inclusion

We are an equal opportunity employer and are committed to providing a work environment that is free of discrimination and harassment.

We respect and embrace diversity of thought and experience and believe that a diverse workforce produces more innovative insights and solutions, resulting in better products and services for our customers.

As we bring brands face-to-face with people, we believe our teams need to be as diverse in their composition and outlook as the audiences we reach every day, and we work together to create an inclusive environment where everyone can bring their true selves to work.

We work on building teams that reflect the life experiences of those we serve.

Our teams align with our mission and values;

of the 407 full-time and part-time employees driving the business, over 88% are Black, Hispanic, or Asian, and 41% are female.

The Company remains committed to fostering a workplace that supports equal opportunity and fair treatment for all employees.

We continue to focus on maintaining a respectful and inclusive work environment consistent with applicable laws and regulations.

Our employment practices are designed to promote merit-based decision-making across hiring, development, and advancement.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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YEAR FIRST ELECTED OFFICER

Alberto Rodriguez Interim Chief Executive Officer and President 60 2024

Debra DeFelice Chief Financial Officer and Treasurer 55 2024

René Santaella Chief Operating Officer 53 2024

Rodriquez was appointed to the position of Interim Chief Executive Officer and President in October 2024.

Rodriquez’s appointment to Interim Chief Executive Officer and President he served as Chief Revenue Officer and President of MediaCo Audio since January 2024.

Alberto Rodriguez Chief Executive Officer and President 61 2024

Debra DeFelice Executive Vice President, Chief Financial Officer and Treasurer 56 2024

René Santaella Chief Growth and Innovation Officer 54 2024

Rodriguez was appointed as the Company’s Chief Executive Officer on November 21, 2025, removing the “interim” designation that has been in place since October 2024.

Rodriguez’s appointment to Chief Executive Officer and President he served as Chief Revenue Officer and President of MediaCo Audio since January 2024.

Prior to joining the Company, Mr.

Rodriquez spent 24 years at Spanish Broadcasting System with his most recent position being President and Chief Operating Officer.

Rodriquez holds a bachelor’s degree from Florida Atlantic University.

DeFelice was appointed to the position of Chief Financial Officer and Treasurer in September 2024.

Rodriguez spent 24 years at Spanish Broadcasting System with his most recent position being President and Chief Operating Officer.

Rodriguez holds a bachelor’s degree from Florida Atlantic University.

DeFelice was appointed Executive Vice President, Chief Financial Officer, and Treasurer on November 21, 2025, having first been named Chief Financial Officer and Treasurer in September 2024.

DeFelice was previously the EVP Radio Finance & Assistant Treasurer at MediaCo since April 2021.

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DeFelice is also a Certified Public Accountant.

Santaella was appointed to the position of Chief Operating Officer in October 2024.

Santaella was appointed Chief Growth and Innovation Officer on March 9, 2026 having first been named Chief Operating Officer in October 2024.

Santaella was previously the Chief Digital and Streaming Officer for Estrella MediaCo.

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WBLS(FM) New York, NY 107.5 June 2030 B

The following table sets forth the current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of stations proposed to be acquired by the Company pursuant to a notice of exercise of option dated December 17, 2024.

As of December 31, 2024, the Company provides program, sales, and/or other services to these stations.

Radio Market Stations City of License Frequency Expiration Date

of License FCC Class

Los Angeles, CA KEBN(FM) Garden Grove, CA 94.3 December 2029 A

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Review of Ownership Restrictions

The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis ( i.e.

, every four years) and to repeal or modify rules that are no longer “necessary in the public interest.”

Despite several such reviews and appellate remands, the FCC’s rules limiting the number of radio stations that may be commonly owned in a local market have remained largely unchanged since their initial adoption following the 1996 Act.

The FCC’s previous ownership reviews have been subject to litigation.

In April 2021, the U.S.

Supreme Court reversed a lower court decision blocking a number of FCC rule changes designed to update the FCC’s media ownership regulations.

As a result, the FCC’s Radio/Television Cross-Ownership Rule, which limited the number of radio and television stations that could be commonly owned in a single market, was eliminated.

The FCC completed its 2018 quadrennial review in December 2023, largely leaving its radio rules unchanged while making its local ownership rules for television stations more restrictive.

The FCC’s decision in the 2018 quadrennial review is currently under appeal to the U.S.

Court of Appeals for the 8 th Circuit.

In the meantime, the FCC launched its 2022 quadrennial review in December 2022 and that proceeding remains pending.

We cannot predict whether the court appeal of the 2018 quadrennial review or the FCC’s 2022 quadrennial review will result in modifications of the ownership rules or the impact (if any) that such modifications would have on our business.

The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis (i.e., every four years) and to repeal or modify rules that are no longer “necessary in the public interest as the result of competition,” consistent with Section 202(h) of the Telecommunications Act of 1996.

Although the FCC has conducted multiple quadrennial reviews since the Telecommunications Act of 1996, the rules limiting the number of radio stations that may be commonly owned in a local market have remained largely unchanged for decades after their initial adoption in accordance with the statute.

As part of earlier ownership review proceedings, the U.S.

Supreme Court upheld the FCC’s elimination of the Radio/Television Cross-Ownership Rule, which had previously limited the common ownership of radio and television stations in the same market.

In December 2023, the FCC completed its 2018 Quadrennial Review by issuing a Report and Order that largely retained existing local radio and local television ownership rules, with limited adjustments to methodology and regulatory treatment.

The Order also expanded the prohibition on ownership of more than one top-four television network affiliation under certain circumstances.

In July 2025, the U.S.

Court of Appeals for the Eighth Circuit issued a decision vacating the FCC’s Top-Four Prohibition on television station ownership that was adopted in the 2018 Quadrennial Review Order, on the grounds that the Commission’s rationale for retaining the restriction was arbitrary and capricious.

The court upheld the remainder of the 2018 Order, including the retention of the Local Radio Ownership Limits, and withheld issuance of the mandate on the vacated provisions to allow the FCC an opportunity to respond.

Separately, the FCC advanced the 2022 Quadrennial Review of broadcast ownership rules, releasing a Notice of Proposed Rulemaking (“NPRM”) in September 2025 seeking comment on whether the Local Radio Ownership Rule, Local Television Ownership Rule, and Dual Network Rule continue to serve the public interest.

The NPRM was published in the Federal Register in November 2025, and comment and reply comment deadlines were set for December 2025 and January 2026, respectively.

That proceeding is ongoing and no final rule changes have been adopted to date.

Given the ongoing judicial proceedings relating to the 2018 Quadrennial Review Order and the pendency of the 2022 Quadrennial Review, we cannot predict whether the current ownership rules will be repealed, modified or otherwise altered, or what impact any such changes might have on our business operations and strategic plans.

Attribution of Ownership Interests:

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A party may hold an attributable interest in television stations in adjoining markets, even if there is a noise limited service contour overlap between the two stations’ broadcast signals, and generally may hold an attributable interest in two stations in the same market if (i) there is no signal contour overlap between the stations;

or (ii) not more than one of the owned stations is among the top-four rated stations in the market ("the Top-Four Prohibition").

or (ii) not more than one of the owned stations is among the top-

four rated stations in the market ("the Top-Four Prohibition").

The FCC will, upon request, consider waiver of the Top-Four Prohibition to allow parties to own up to two top-four-rated stations in the same market on a case-by-case basis.

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In contrast to radio, which has no national ownership limit, there is a national cap on television station ownership.

Under this rule, no individual or entity may hold an attributable interest in commercial full power television stations located in markets which collectively contain more than 39% of the national television viewing audience.

Additionally, because UHF stations (channels 14 through 51) historically had poorer coverage of their markets than VHF stations (channels 2 through 13), only half of the TV households in a station’s market are included for purposes of the national cap calculation where the individual or entity holds an interest in only UHF station(s) in that market (commonly referred to as the "UHF Discount").

On December 18, 2017, the FCC released a Notice of Proposed Rulemaking to examine the national ownership rule, including the UHF Discount.

The rulemaking proceeding remains pending.

We cannot predict the outcome of the rulemaking proceeding or the impact (if any) that changes adopted in that proceeding would have on our business.

Under the current rule, no individual or entity may hold an attributable interest in commercial full-power television stations located in markets that collectively contain more than 39% of the national television viewing audience, a limitation established by statute.

For purposes of calculating compliance with this cap, the FCC currently applies a so-called “UHF discount,” whereby only 50% of the households served by a station operating in the ultra-high-frequency (UHF) band are included in the calculation.

The FCC has periodically reviewed this national ownership cap and the UHF discount as part of ongoing broadcast ownership rulemakings.

A long-standing rulemaking initiated in 2017 to examine whether to retain, modify, or rescind the national television ownership cap and the UHF discount remains pending, and the FCC has sought public comment on these issues most recently in 2025 and early 2026.

The FCC has taken no final action to repeal, modify, or replace the UHF discount or the national ownership cap to date.

Broadcasters, industry groups, and other stakeholders have urged the FCC to modernize or eliminate the national cap, while other commenters have argued that any change would exceed the Commission’s statutory authority and should be the result of Congressional action.

We cannot predict whether the FCC will ultimately adopt any modifications to the national television ownership cap, alter the treatment of the UHF discount, or what impact, if any, such modifications would have on our business, strategic plans, or potential future transactions.

Foreign Ownership :

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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 1. Business