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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-04-15 · 177 added, 111 removed, 160 unchanged (64% of the section changed)

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and its subsidiaries (collectively, “MediaCo” or the “Company”).

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

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

We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of income for all periods presented as the sale represented a strategic shift in our business that had a major effect on our operations and financial results.

Unless otherwise noted, discussion in management's discussion and analysis 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.

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

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We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so.

As part of the Estrella Acquisition integration, in the twelve months ended December 31, 2024, we developed a plan to close and relocate certain studio and marketing operations.

In fulfilling this plan, we incurred involuntary termination costs of $1.4 million in the twelve months ended December 31, 2024, included in operating expenses excluding depreciation and amortization on our consolidated statements of operations included elsewhere in this report.

MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest accrued and paid on the Emmis Convertible Promissory Note to increase prior to its maturity in November 2024 as well as providing uncertainty on our First Lien Term Loan and Second Lien Term Loan, which have variable interest rates.

Although the Federal Reserve has cut its benchmark rate several times in 2024 it has indicated a slower pace of rate reductions in 2025 due to persistent inflationary pressures.

While the Federal Reserve has signaled a bias toward eventually lowering rates further it has also indicated that additional rate increases in the future may be necessary if inflation remains elevated, and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate, or that it will reduce the current rate, in the future.

As part of the Estrella Acquisition integration, we developed a plan to close and relocate certain studio and marketing operations.

In fulfilling this plan, we incurred involuntary termination costs of $1.6 million and $1.4 million for the years ended December 31, 2025 and 2024, respectively, included in operating expenses excluding depreciation and amortization on our consolidated statements of operations included elsewhere in this report.

MediaCo has been adversely affected by rising interest rates in the financial markets, creating uncertainty around our variable-rate First Lien Term Loan and Second Lien Term Loan.

Although the Federal Reserve reduced its benchmark federal funds rate several times in 2024 and 2025, it anticipates only modest additional easing in 2026 reflecting continued uncertainty about inflation and labor market dynamics.

While the Federal Reserve has expressed an expectation that interest rates may decline further over time, future monetary policy decisions will remain data dependent.

Accordingly, there can be no assurance that the Federal Reserve will continue to lower rates, or that it will not increase the federal funds rate in the future if inflation or other economic conditions warrant.

CRITICAL ACCOUNTING ESTIMATES

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We believe that our critical accounting policies are those described below.

As of December 31, 2024, we have recorded approximately $166.0 million for FCC licenses, which represents approximately 51% of our total assets.

Asset Impairment

Goodwill impairment is assessed at the reporting unit level by comparing the fair value of each reporting unit to its carrying value.

If the carrying value of a reporting unit exceeds its estimated fair value, an impairment charge is recognized for the amount of the excess in the statement of operations.

Fair value is generally estimated using a combination of an income approach and a market approach.

Under the income approach, fair value is estimated using a discounted cash flow methodology based on projected future operating results.

Under the market approach, fair value is estimated by applying appropriate market multiples derived from comparable companies or transactions to the reporting unit’s financial metrics.

Goodwill is reviewed for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value.

The Company performs its annual impairment assessment as of October 1.

As of October 1, 2025 , the Company performed a qualitative assessment for its audio and video reporting units and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount.

Due to a significant decline in the Company’s stock price during the fourth quarter of 2025 , the Company identified a triggering event and performed quantitative impairment tests as of December 31, 2025 for both reporting units.

Based on the quantitative testing, the Company determined that the fair value of the audio reporting unit was less than its carrying amount and recorded a goodwill impairment charge of $19.9 million;

no impairment was identified for the video reporting unit.

We estimated the reporting unit’s fair value on a going concern basis in the context of a potential asset sale transaction based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which based the valuation on earnings multiples of comparable publicly traded digital media businesses.

The goodwill impairment assessment requires significant management judgment, particularly in estimating the fair value of reporting units and developing forecasts of future operating results used in discounted cash flow analyses.

Key assumptions used in these analyses include projected future cash flows, revenue and profitability measures such as EBITDA, long-term growth rates, and the weighted-average cost of capital used to determine discount rates.

These assumptions are based on historical performance, expected market conditions, industry trends, and other factors management believes are reasonable under the circumstances.

The estimated fair value of the Company’s reporting units is sensitive to changes in key assumptions, including projected cash flows, long-term growth rates, and discount rates.

As of December 31, 2025 , the audio reporting unit was fully written down to its estimated fair value of zero.

In contrast, the video reporting unit’s estimated fair value exceeded its carrying amount of $8.4 million by 1 1.1%, mak ing it less sensitive to reasonably possible changes in key assumptions.

While decreases in projected cash flows or growth rates, or increases in discount rates, would reduce estimated fair values, the extent of such changes would need to be significant to result in impairment for the video reporting unit.

Because these assumptions are interrelated, changes in one may be accompanied by changes in others, and the combined effect could be material.

Actual results may differ materially from the assumptions used in the Company’s impairment assessments.

Below are some of the key assumptions used in our quantitative impairment assessment which utilizes a combination of an income approach and a market approach as of December 31, 2025:

December 31, 2025

Discount Rate 12.9 % 11.4 %

Long-term Revenue Growth Rate 0.6 % 1.2 %

Long-lived Assets

We evaluate the carrying value of our long-lived assets, including both intan gible and tangible assets, for impairmen t whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.

Impairment of long-lived assets is evaluated by comparing the projected undiscounted cash flows expected to be generated by the asset or asset group to its carrying value.

If the carrying value exceeds the projected undiscounted cash flows, the asset or asset group is considered not recoverable and an impairment loss is recognized for the amount by which the carrying value exceeds fair value, which is generally determined using a discounted cash flow analysis.

Following recognition of an impairment loss, the asset’s carrying value is adjusted accordingly.

The impairment assessment process requires significant management judgment, particularly in estimating projected undiscounted cash flows used in the recoverability assessment and, when required, the fair values of asset groups and in developing forecasts of future operating results used in undiscounted and, when applicable, discounted cash flow analyses.

Key assumptions used in these analyses include projected future cash flows, revenue and profitability measures such as EBITDA, long-term growth rates, and when applicable, the weighted-average cost of capital used to determine discount rates.

These assumptions are based on historical performance, expected market conditions, industry trends, and other factors management believes are reasonable under the circumstances.

The estimated fair values of our reporting units and long-lived assets are sensitive to changes in these key assumptions when a fair value analysis is required.

Holding other assumptions constant, a decrease in projected cas h flows or long-term growth rates, or an increase in discount rates, would reduce estimated fair values and could result in impairment charges.

Conversely, improvements in

operating performance, higher growth rates, or a reduction in discount rates would increase estimated fair values and reduce the likelihood of impairment.

As the recoverability test for the current period was satisfied based on projected undiscounted cash flows, a fair value analysis was not required.

Given the significant excess of projected undiscounted cash flows over carrying amount for these long-lived asset groups, the risk of impairment is limited, and reasonably possible changes in key assumptions are unlikely to result in impairment.

While increases in discount rates or decreases in projected future cash flows would reduce estimated fair values, such changes would need to be substantial before the fair values would approach or fall below their carrying amounts.

Because the assumptions used in our impairment analyses are interrelated, changes in one assumption may be accompanied by changes in others, and the combined impact of such changes creates a heightened risk that we could be required to record additional non-cash impairment charges, which could be material to our consolidated results of operations.

Actual results may differ materially from the assumptions used in our impairment assessments.

Indefinite-lived Intangible Assets

As of December 31, 2025 and 2024, we have approximately $162.8 million and $166.0 million, respectively, recorded for FCC licenses, which represented approximately 56% and 51%, respectively, of our total assets.

We would not be able to operate our TV and radio stations without the related FCC license for each property.

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We do not amortize indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired.

However, the Company has applied the provisions of Accounting Standards Codification (“ASC”) 350-30 to certain of its broadcast licenses, which states that separately recorded indefinite-lived intangible assets should be combined into a single unit of account for purposes of testing impairment if they are operated as a single asset and, as such, are essentially inseparable from one another.

The Company aggregates broadcast licenses for impairment testing if their signals are simulcast and/or are operating as one revenue-producing asset.

Under Accounting Standards Codification (“ASC”) 350-30, each FCC broadcast license is generally considered a separate unit of account for impairment testing.

The Company evaluates each individual broadcast license as its own unit of account unless licenses are operated together as a single, inseparable revenue-producing asset.

The Company treats each FCC license as a separate unit of account except for its two New York stations, which are simulcast and operate as a single revenue-producing asset.

These two licenses are therefore aggregated and tested as one unit of account for impairment proposes.

For the years ended December 31, 2025 and 2024, we completed our annual impairment tests on October 1 of each year and will continue to perform our assessments on this date in future years.

Fair value of our FCC licenses is estimated to be the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

To determine the fair value of our FCC licenses, the Company uses the income approach methods when it performs its impairment tests.

For our annual FCC broadcast licenses impairment test in 2025, we concluded that their fair values exceeded their carrying values, except for five broadcast licenses.

For the five broadcast licenses whose fair value did not exceed its carrying value, we recorded an impairment charge of $3.2 million in 2025.

Due to a significant decline in the Company’s stock price during the fourth quarter of 2025, the Company identified a triggering event and performed an additional quantitative impairment test as of December 31, 2025, resulting in no additional impairment charges.

The fair value of our FCC licenses is estimated to be the value that would be received to sell an asset in an orderly transaction between market participants at the measurement date.

To determine the fair value of our FCC licenses, the Company uses both income and market based approach methods when it performs its impairment tests.

Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period.

This cash flow stream is discounted to arrive at a value for the FCC license.

This cash flow stream is discounted using an income-based approach to determine both the value of the FCC license units and the fair value of our indefinite-lived intangible assets.

Under the market based approach the Company analyzed recent sales and offering prices of similar properties to arrive at an indication of the most probable selling price of the subject property.

The Company assumes the competitive situation that exists in the unit of accounting’s market remains unchanged, with the exception that the unit of accounting commenced operations at the beginning of the valuation period.

In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license.

Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate.

Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share, and the discount rate.

The fair value of FCC licenses is particularly sensitive to changes in these assumptions, especially market revenue growth rates and the discount rate.

A decrease in projected revenues or an increase in the discount rate would reduce the estimated fair value of FCC licenses and could increase the likelihood of an impairment charge, while favorable changes in these assumptions would increase estimated fair value.

A 100 basis point increase in our discount rate or a 10% decline in market revenues (holding all other assumptions in the fair value model constant) would result in an aggregate impairment charge of approximately $6.1 million or less.

Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control.

The projections incorporated into our license valuations take then-current economic conditions into consideration.

The Company performed a qualitative assessment of impairment as of October 1, 2024 for the FCC licenses associated with the Estrella Acquisition and determined that there were no material changes to any of the factors considered in the April 2024 valuation that would trigger an impairment charge.

Below are some of the key assumptions used in our income method annual impairment assessments.

Long-term growth rates in the New York market in which we operate are based on recent industry trends and our expectations for the market going forward.

October 1, 2024 October 1, 2023

Due to the interrelated nature of these assumptions and the inherent subjectivity involved, changes in one assumption may be accompanied by changes in others, and actual results may differ materially from those used in our estimates.

As a result of the annual impairment assessment of the Company’s FCC licenses as of October 1, 2025, we recorded a $3.2 million impairment charge.

Below are some of the key assumptions used in our income method annual impairment assessments and our quantitative impairment test as of December 31, 2025 due to a significant decline in the Company’s stock price during the fourth quarter of 2025:

December 31, 2025 October 1, 2025 October 1, 2024

Discount Rate 8.9% 9.1% 12.5%

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Operating Profit Margin 10.0% 10.0-26.7% 23.2-29.2%

Acquisitions and Fair Value

We account for the assets acquired and liabilities assumed in an acquisition based on their respective fair values as of the acquisition date.

The excess of the fair value of the consideration transferred over the fair value of the acquired net assets, when applicable, is recorded as goodwill.

The judgments made in determining estimated fair values assigned to assets acquired, liabilities assumed, and consideration transferred in a business combination, as well as estimated asset lives, can materially affect our consolidated financial statements.

The fair values of intangible assets are determined using information available at the acquisition date based on expectations and assumptions that are deemed reasonable by management.

These fair value estimates require significant judgment with respect to expected future revenue and cash flows, expected future growth rates, and estimated discount rates.

Such estimates and assumptions are determined based upon our business plans, general economic conditions, audience behavior, and numerous other variables.

Depending on the facts and circumstances, we may deem it necessary to engage an independent valuation expert to assist in valuing significant assets and liabilities.

Impairment of Indefinite-lived and Long-lived Assets

We review the carrying value of long-lived assets (both intangible and tangible) for potential impairment on a periodic basis and whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable.

We identify impairment for goodwill by comparing the fair value to its carrying value using both a market approach and income approach.

The fair value under the market approach is determined by multiplying the cash flows of the reporting unit by an estimated market multiple.

The income approach is performed using a discounted cash flow method to determine the fair value of each reporting unit.

If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company will recognize an impairment charge equal to the difference in the statement of operations.

We identify impairment for long-lived assets by comparing the projected undiscounted cash flows to be generated by the asset (or asset group) to its carrying value.

If an impairment is identified, a loss is recorded that is equal to the excess of the asset's carrying value over its fair value generally utilizing a discounted cash flow analysis, and the cost basis is adjusted.

Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually and when certain impairment indicators are present.

We have historically performed our annual goodwill impairment assessment as of October 1 each year and will continue to perform our goodwill and indefinite-lived intangible asset assessments on this date in future years.

Significant management judgment is required in estimating fair values in our impairment reviews and in the creation of forecasts of future operating results that are used in the discounted cash flow method of valuation.

These include, but are not limited to, estimates and assumptions regarding (1) our future cash flows, revenue, and other profitability measures such as EBITDA, (2) the long-term growth rate of our business, and (3) the determination of our weighted-average cost of capital, which is a factor in determining the discount rate.

We make these judgments based on our historical experience, relevant market size, and expected industry trends.

These assumptions are subject to change in future periods because of, among other things, additional information, financial information based on further historical experience, changes in competition, our investment decisions, and changes in macroeconomic conditions, including rising interest rates and inflation.

A change in these assumptions or the use of alternative estimates and assumptions could have a significant impact on the estimated fair value and may expose us to impairment losses.

Deferred Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns.

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Deferred taxes are provided for temporary differences between amounts of assets and liabilities recorded for financial reporting purposes as compared to amounts recorded for income tax purposes.

After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized.

After determining the total amount of deferred tax assets, the Company evaluates whether a valuation allowance is required by assessing, on a more likely than not basis, whether some portion or all of the deferred tax assets will not be realized.

Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes.

We assess each tax position to determine whether it is more‑likely‑than‑not that the position will be sustained upon examination by the relevant taxing authorities based on the technical merits of the position.

If a tax position does not meet the more‑likely‑than‑not threshold, no tax benefit is recorded.

For positions that do meet the threshold, we recognize the largest amount of tax benefit that is more‑likely‑than‑not to be realized upon ultimate settlement.

This evaluation requires judgment in interpreting complex tax laws, assessing available information, and considering the potential outcomes of tax examinations.

Our assessment incorporates factors such as the facts and circumstances of each position, changes in tax law, the status of ongoing audits, and developments in case law.

Although we believe our reserves are reasonable, we cannot provide assurance that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals.

We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate.

To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.

The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest.

RESULTS OF OPERATIONS

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The key developments in our business for the year ended December 31, 2025 are summarized below:

• On April 17, 2024, MediaCo consummated the Estrella Acquisition, pursuant to which it purchased substantially all of the assets of Estrella, other than the Estrella Broadcast Assets, and assumed substantially all of the liabilities of Estrella and its subsidiaries.

• The Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) are a VIE in which the Company holds a controlling financial interest.

The Estrella VIE is consolidated in the Company’s consolidated financial statements from April 17, 2024 onwards.

• The Estrella Acquisition significantly expanded MediaCo’s national footprint and diversified its content portfolio, establishing the Company as a leading multi-platform media network serving U.S.

Hispanic audiences.

• On May 1, 2025, Estrella Media, Inc.

exercised its Put Right, and MediaCo acquired 100% of the equity interests of Estrella and certain of its subsidiaries.

As a result of this transaction, Estrella became a wholly owned subsidiary of the Company and has been fully consolidated since that date.

• Net Revenue of $133.3 million increased $37.8 million, or 40%, during 2025 compared to Net Revenue of $95.6 million in 2024.

• Digital and streaming initiatives saw meaningful growth, with revenue from digital platforms increasing 181% year-over-year, supported by expanded over-the-top distribution and social monetization.

• Operating loss of $28.2 million increased $21.4 million, or 316%, during 2024 compared to Operating loss of $6.8 million in 2023.

• Net loss of $1.3 million decreased $6.1 million, or 82%, during 2024 compared to Net loss of $7.4 million in 2023.

• Cash flows used in operating activities of $19.9 million increased $14.3 million, or 257%, during 2024 compared to 2023.

• Adjusted EBITDA for 2024 was $(2.2) million, remaining relatively consistent with Adjusted EBITDA of $(2.2) million in 2023.

• Integration of Estrella operations progressed in line with expectations, with initial cost synergies realized in the second half of 2024 and further efficiencies anticipated in 2025.

• Operating loss of $24.8 million decreased $3.4 million, or 12%, during 2025 compared to Operating loss of $28.2 million in 2024.

• Net loss of $66.2 million increased $64.9 million, or 4986%, during 2025 compared to Net loss of $1.3 million in 2024.

• Cash flows provided by operating activities of $2.0 million increased $21.8 million, or 110%, during 2025 compared to 2024.

• Adjusted EBITDA for 2025 was $7.3 million, an increase of $8.9 million or 558%, during 2025 compared to an Adjusted EBITDA loss of $1.6 million in 2024.

• Integration of Estrella operations progressed in line with expectations, with initial cost synergies realized in the second half of 2024 and further efficiencies in 2025.

Consolidated Operating Data

The following table sets forth a summary of the Company’s continuing operations for the years ended December 31, and each component of operating expense as a percentage of net revenue:

The following table sets forth a summary of the Company’s components of operating expense as a percentage of net revenue for the years ended December 31,:

(Dollars in thousands) Amount % Amount %

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Year ended December 31, 2025 compared to year ended December 31, 2024

The following discussion 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.

Year ended December 31, Change

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Change in fair value of warrant shares liability (5,923) 38,360 (44,283) N/A

Impairment of goodwill and intangibles (23,099) — (23,099) N/A

Other income 3,953 1 3,952 395,152

Total other (income) expense 27,225 (326) 27,551 (8,451)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (982) (7,113) 6,131 (86)

Total other (expense) income (40,564) 27,224 (67,788) (249)

LOSS BEFORE INCOME TAXES (65,328) (982) (64,346) 6,553

PROVISION FOR INCOME TAXES 895 320 575 180

NET LOSS FROM CONTINUING OPERATIONS $ (1,302) $ (7,421) 6,119 (82)

NET LOSS $ (66,223) $ (1,302) (64,921) 4,986

Net revenues:

Net revenues increased during the year ended December 31, 2024 primarily due to the Estrella Acquisition in April 2024, and to a lesser extent stronger political and telecommunications spend.

This increase was partially offset by weaker sales for our annual Summer Jam concert as well as lower spend in the media, retail and beverages categories.

Net revenues increased during the year ended December 31, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition in April 2024 and due to increased Digital revenue.

Operating expenses excluding depreciation and amortization expense:

Operating expenses excluding depreciation and amortization expense increased during the year ended December 31, 2024 primarily due to the Estrella Acquisition and to a lesser degree to increased information technology costs.

These increases were partially offset by lower production costs for our annual Summer Jam concert, lower lease costs as our new office lease commenced in February 2023 and the prior office lease did not terminate until the third quarter of 2023, lower employee costs and lower professional service fees.

Operating expenses excluding depreciation and amortization expense increased during the year ended December 31, 2025.

The increase was primarily driven by approximately $3.0 million in operating expenses related to the full-year impact of the Estrella Acquisition, a $28.8 million rise in digital platform costs associated with growth in digital revenue, $3.6 million in higher production costs, $2.2 million in professional services, $1.6 million in rent, $1.1 million in music licensing fees, and $1.5 million in other costs.

These increases were partially offset by decreases of $1.8 million in employee-related expenses and $2.8 million in advertising and promotional spending.

Corporate expenses:

The increase in corporate expenses for the year ended December 31, 2024 was primarily due to higher professional service fees driven by work related to the Estrella Acquisition, the debt amendment and other corporate matters, partially offset by lower salary and stock based compensation expenses.

The decrease in corporate expenses for the year ended December 31, 2025 was primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year, partially offset by onetime nonrecurring fees.

Depreciation and amortization:

Depreciation and amortization expense increased during the year ended December 31, 2025 primarily related to the Estrella Acquisition.

Depreciation and amortization expenses, excluding those related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2024.

Depreciation and amortization expenses excluding expenses related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2025.

Loss on disposal of assets:

The decrease in loss on disposal of assets for year ended December 31, 2024 was primarily due to the disposal of certain intangible assets in 2023 related to our websites and a generator at our prior location upon the move to our new location for our radio operations and corporate offices in the current year, while there were minimal disposals in 2024.

The increase in loss on disposal of assets for year ended December 31, 2025 primarily due to the disposal of certain fixed assets, while there were minimal disposals in 2024.

Operating loss:

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Interest expense, net:

Interest expense increased during the year ended December 31, 2024 due to the additional long-term debt related to the Estrella Acquisition.

Interest expense increased during the year ended December 31, 2025 due to the additional long-term debt related to the Estrella Acquisition, partially offset by decreases in interest rates.

Change in fair value of warrant shares liability:

The change in fair value of warrant shares liability primarily relates to the decrease in MediaCo’s share prices from $2.50 at the initial recognition of the warrant shares liability to $1.14 as of December 31, 2024.

The fair value of the warrant shares liability decreased during 2025, primarily due to the decline in MediaCo’s share price from $1.14 at December 31, 2024 to $1.35 as of the September 5, 2025 exercise date.

For the year ended December 31, 2024, the change in fair value of the warrant shares liability primarily reflected the decrease in MediaCo’s share price from $2.50 at initial recognition to $1.14.

Impairment of Goodwill and Intangibles:

The increase in impairment of goodwill and intangible assets during the period was primarily driven by a $19.9 million impairment charge related to audio goodwill, as well as a $3.2 million impairment associated with FCC licenses.

These charges reflect changes in the underlying fair value assumptions of the respective reporting units and intangible assets.

Other income:

Other income decreased during the year ended December 31, 2024 compared to the prior year as income from the transaction services agreement (“TSA”) related to the Fairway sale recorded in the prior year was more than offset by additional costs incurred to fulfill the TSA and various other expenses.

Other income increased during the year ended December 31, 2025 compared to the prior year primarily because of a one-time employee retention tax credit received, income from managed services agreements where the Company is providing accounting and other services, and subleasing income from one of our facilities which began in the first quarter of 2025.

Provision for income taxes:

Provision for income taxes increased slightly during the year ended December 31, 2024 compared to the prior year due to tax amortization of the Company’s historical and newly acquired indefinite-lived intangibles, along with the impact of filing in additional state jurisdictions as a result of the Estrella Acquisition.

Provision for income taxes increased during the year ended December 31, 2025 compared to the prior year primarily due to the recording of interest and penalties on an uncertain tax position.

The tax effect of the uncertain tax position was not recorded in income tax expense, but instead lowered equity under the clawback provisions.

See Note 14 — Income Taxes in our consolidated financial statements included elsewhere in this report for additional details.

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Audio Segment

The Company’s Audio Segment (combines the former “EM-ADE:

and “NY-ADE” segments) includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition.

The Company’s Audio Segment includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition.

Revenue, Operating expenses and Segment Operating Loss for our Audio Segment were as follows:

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Net Revenues $ 54,746 $ 57,534

Operating Expenses 59,009 33,727

Segment Operating Expenses 59,441 59,009

Segment Operating Loss $ (4,694) $ (1,475)

Revenue from our Audio Segment increased $25.1 million compared to 2023, primarily as a result of the Estrella Acquisition.

Operating expenses from our Audio Segment increased $25.3 million compared to the prior year, driven primarily by the Estrella Acquisition.

Revenue from our Audio Segment decreased $2.8 million compared to 2024, primarily driven by a $2.4 million decline in Events and Sponsorship revenue and a $2.0 million decrease in Other revenue.

These declines were partially offset by an increase in Spot revenue resulting from a full year of revenue contribution from the Estrella Acquisition.

Operating expenses from our Audio Segment remained flat, as radio-related costs are largely fixed or semi-variable in the near term and require time to adjust in response to revenue fluctuations.

Video Segment

The Company’s Video Segment (formerly “EM-VD”) includes the results of EstrellaTV network and all of the Estrella MediaCo television operations, including digital.

The Company’s Video Segment includes the results of EstrellaTV network and all of the Estrella MediaCo television operations, including digital.

Revenue, Operating expenses and Segment Operating Loss for our Video Segment were as follows:

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Net Revenues $ 78,590 $ 38,037

Operating Expenses 52,910 —

Segment Operating Expenses 91,371 52,909

Segment Operating Loss $ (12,781) $ (14,872)

All Revenue and Operating expenses from our Video Segment in 2024 were due to the Estrella Acquisition.

All Revenue and Operating expenses from our Video Segment for the years ended December 31, 2025 and December 31, 2024 were due to the Estrella Acquisition.

The increase in revenue and expenses is due to a full year of activity as of December 31, 2025, compared to activity only from the acquisition date through December 31, 2024.

Revenue increased by $2.0 million due to a full year of Estrella operations and by $38.5 million from higher digital revenue.

Expenses increased by $28.8 million in digital content costs driven by growth in digital revenue, as well as the impact of a full year of Estrella Acquisition-related expenses and increased spending on streaming video content.

Corporate and other

Operating expenses related to Corporate and other increased to $11.9 million for the year ended December 31, 2024 compared to $5.5 million for the year ended December 31, 2023 primarily due to the Estrella Acquisition.

Operating expenses related to Corporate and other decreased to $7.3 million for the year ended December 31, 2025 compared to $11.9 million for the year ended December 31, 2024 primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year, partially offset by onetime nonrecurring fees.

Non-GAAP Financial Measures

Reconciliations of Net Loss to EBITDA and Adjusted EBITDA (1)

Reconciliation of Net Loss to Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure used by management to evaluate the operational performance of the Company’s businesses and to assist in the evaluation of underlying trends.

Adjusted EBITDA is defined as net loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual or non-recurring expenditures, non-cash items and non-cash compensation included within operating expenses, as well as depreciation and amortization, loss on disposal of assets, change in fair value of warrant shares liability and other income, as presented in the Company’s Consolidated Statements of Operations.

Alternatively, Adjusted EBITDA may be calculated as net loss adjusted to exclude provision for income taxes, interest expense, net, depreciation and amortization, loss on disposal of assets, change in fair value of warrant shares liability, other income and other adjustments.

Management uses Adjusted EBITDA, along with operating income (loss), as a key measure to evaluate performance.

It is one of the primary metrics used for planning and forecasting future periods, assessing operating performance, allocating resources, determining certain elements of executive compensation, and evaluating potential acquisition targets.

Management believes that presenting Adjusted EBITDA provides investors with additional insight into the Company’s operating performance and improves comparability with other companies that may have different capital structures, tax positions, or

financing arrangements.

Adjusted EBITDA is also a commonly used metric among investors, analysts, and other market participants for valuation purposes.

Adjusted EBITDA is not a measure calculated in accordance with GAAP and should not be considered in isolation from, or as a substitute for, operating loss, net loss or any other measure calculated in accordance with GAAP.

The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

Because Adjusted EBITDA excludes certain items that affect operating loss and net loss, it should not be considered as an indication of the Company’s ability to generate cash flows sufficient to fund its liquidity needs.

Users of this measure should carefully consider the nature of the adjustments included in the calculation.

Year ended December 31,

(Dollars in thousands) 2025 2024

Net Loss from Continuing Operations $ (1,302) $ (7,421)

Net Loss $ (66,223) $ (1,302)

Provision for income taxes 895 320

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Depreciation and amortization 6,843 5,258

EBITDA $ 14,774 $ (6,735)

Loss on disposal of assets 144 10

Change in fair value of warrant shares liability 5,923 (38,360)

Impairment of goodwill and intangibles 23,099 —

Other income (3,953) (1)

Other adjustments 21,350 4,075

Acquisition, integration and synergy services 12,246 11,031

Mergers and acquisitions transaction costs 2,816 6,038

Office exit facility consolidation 920 530

Expansion related costs 4,254 —

Other non-cash adjustments (1)

Adjusted EBITDA $ 7,266 $ (1,587)

$ (2,228) $ (2,234)

(1) We define Adjusted EBITDA as consolidated Operating loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual and non-recurring expenditures and non-cash compensation included within operating expenses, as well as the following line items presented in our Statements of Operations:

Depreciation and amortization, Loss on disposal of assets, change in fair value of warrant shares liability and Other income.

Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Provision for income taxes, Interest expense, net, Depreciation and amortization, Loss on disposal of assets, Change in fair value of warrant shares liability, Other income, and Other adjustments.

We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance.

This measure is among the primary measures used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management.

We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and operating income.

It is also a primary measure used by management in evaluating companies as potential acquisition targets.

We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management.

We believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates.

In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry.

Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating loss or net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies.

Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs.

Because it excludes certain financial information compared with operating loss and compared with consolidated net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

(1) Other non-cash adjustments include compensation adjustments, non-cash rent charges and other non-cash expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operations and our At Market Issuance Sales Agreements.

Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, and acquisitions.

Management anticipates the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, additional draws on its First Lien Term Loan, and projected cash flows from operations.

As part of its business strategy, the Company continually evaluates potential acquisitions of businesses that it believes hold promise for long-term appreciation in value and leverage our strengths.

Our primary sources of liquidity are cash flows generated from operations.

Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital requirements, and strategic acquisitions.

As of December 31, 2025, the Company’s liquidity position is constrained by its working capital deficit and upcoming debt maturities.

While management is actively implementing plans to improve liquidity, including enhancing operating performance, managing working capital, and pursuing refinancing and additional capital, there can be no assurance that these efforts will be successful.

As of December 31, 2025, the Company had cash, cash equivalents and restricted cash of $7.1 million and negative working capital of $49.0 million.

At December 31, 2024, the Company had cash, cash equivalents and restricted cash of $6.9 million and negative working capital of $18.0 million.

The increase in negative working capital was driven by the cancellation of certain programming rights contracts reducing the current portion of programming rights as well as increased accounts payable and accrued expenses, partially offset by increased accounts receivable.

Despite net losses, management continues to actively manage liquidity through close monitoring of working capital and disciplined cash management practices.

These efforts include extending payment terms with vendor partners, enhancing collection efforts to accelerate cash inflows, and maintaining a focus on expense control.

As a result of these actions, the Company has reduced its cash burn during the period.

Additionally, regarding the $5.0 million Delayed Draw Term Loans due May 2026 and the $5.0 million Delayed Draw Term Loan due July 2026, the Company intends to refinance on a long term basis, pay down using cash flow from operations, or receive additional investments.

Subsequent to year-end, the Company obtained an amendment that extended the maturity of $5.0 million of debt previously due in May 2026 to July 2026.

As part of its business strategy, the Company continually evaluates potential acquisitions of businesses it believes hold promise for long-term appreciation and that can leverage our strengths.

While any such acquisitions could impact our liquidity position, management is committed to maintaining appropriate liquidity levels and managing cash resources prudently as the business grows.

In addition to its short-term liquidity constraints, the Company expects to have ongoing cash requirements beyond the next twelve months.

These longer-term liquidity needs relate primarily to capital expenditures required to maintain and upgrade broadcasting and digital infrastructure, contractual commitments for content and programming, and potential strategic investments or

acquisitions that support long-term growth.

The Company may seek to fund these longer-term requirements through a combination of cash flows from operations, existing cash and cash equivalents, and access to external financing sources, including potential borrowings under existing or future credit facilities or other capital-raising alternatives.

However, given the Company’s current liquidity position and the conditions described above, there can be no assurance that sufficient cash flows will be generated or that external financing will be available on acceptable terms, or at all.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

Based on current operating plans and assumptions, management is pursuing various initiatives to improve the Company’s liquidity position, including enhancing operating performance, managing working capital, refinancing existing debt, and raising additional capital.

However, these plans are subject to inherent risks and uncertainties, and there can be no assurance that they will be successfully implemented or will generate sufficient liquidity to meet the Company’s obligations as they become due.

Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains.

Subsequent to year-end, the Company entered into amendments to its First Lien Credit Agreement and Second Lien Credit Agreement that waived certain covenant requirements.

As of December 31, 2025, the Company was in compliance with all applicable financial covenants.

Future liquidity and capital requirements will depend on a number of factors, including operating performance, macroeconomic conditions, changes in working capital, and the timing and extent of discretionary investments.

The Company will continue to evaluate its liquidity position and capital structure and may adjust its financing strategy as conditions warrant.

Operating Activities

Cash used in continuing operating activities was $19.9 million for the year ended December 31, 2024 compared to cash provided by continuing operating activities of $5.6 million for the year ended December 31, 2023.

The increase in use of cash in continuing operating activities was mainly attributable to lower operating income as well as increased working capital requirements driven by the Estrella Acquisition.

Cash flows provided in operating activities was $2.0 million for the year ended December 31, 2025 compared to cash used in operating activities of $19.9 million for the year ended December 31, 2024.

The increase in cash provided by operating activities was primarily attributable to an increase in accounts payable resulting from extended vendor payment terms, partially offset by improved collections.

Investing Activities

Cash used in continuing investing activities was $14.2 million for the year ended December 31, 2024, primarily attributable to cash paid, net of cash received, for the Estrella Acquisition, as well as capital expenditures related to a digital platform project and our build out of our new space for corporate offices.

Cash used in investing activities of $1.7 million for the year ended December 31, 2023 was primarily attributable to capital expenditures related to a new digital platform project and the build out of our new space for corporate offices.

Cash used in investing activities was $0.8 million for the year ended December 31, 2025, primarily attributable to cash paid for various capital projects.

Cash used in investing activities of $14.2 million for the year ended December 31, 2024 was primarily attributable to cash paid, net of cash received, for the Estrella Acquisition, as well as capital expenditures related to a digital platform project and our build out of our new space for corporate offices.

Financing Activities

Cash provided by continuing financing activities was $33.9 million for the year ended December 31, 2024, primarily attributable to $43.7 million in proceeds from the First Lien Term Loan, partially offset by $7.3 million related to repayment in full of the Emmis Promissory Note, $1.9 million in payments of debt issuance costs, and $0.4 million related to settlement of tax withholding obligations.

Cash used in continuing financing activities was $1.2 million for the year ended December 31, 2023, primarily attributable to repurchases of our Class A common stock of $0.8 million and settlement of tax withholding obligations of $0.4 million.

Cash used in financing activities was $1.0 million for the year ended December 31, 2025, primarily attributable to finance lease principal payments and settlement of tax withholding obligations.

Cash provided by financing activities was $33.9 million for the year ended December 31, 2024, primarily attributable to $43.7 million in proceeds from the First Lien Term Loan, partially offset by $7.3 million related to repayment in full of the Emmis Promissory Note, $1.9 million in payments of debt issuance costs, and $0.4 million related to settlement of tax withholding obligations.

Our results of operations are usually subject to seasonal fluctuations primarily from fluctuations in advertising expenditures by local and national advisers, which result in higher second quarter revenues and operating income.

8 unchanged sentences

Accordingly, our earnings will be affected by changes in interest rates.

As of December 31, 2024, approximately 56% of our aggregate principal amount of long-term debt bore interest at floating rates.

As of December 31, 2025, approximately 53% of our aggregate principal amount of long-term debt bore interest at floating

Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the year ended December 31, 2025 would have changed by $1.4 million.

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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 7. Management’s Discussion and Analysis