What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-04-15 · 473 added, 322 removed, 763 unchanged (51% of the section changed)

3 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MediaCo Holding Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We have audited the accompanying consolidated balance sheet of MediaCo Holding Inc.

and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows, for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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

As discussed in Note 1 to the financial statements, the Company has near-term debt maturities, working capital deficit, and liquidity constraints, which raises substantial doubt about its ability to continue as a going concern.

Management's plans in regards to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Goodwill — Refer to Notes 1 and 11 to the financial statements

Critical Audit Matter Description

The Company has recorded goodwill associated with its video and audio reporting units.

The Company tests goodwill for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount.

During the fourth quarter of 2025 management identified an interim triggering event, prompting a goodwill impairment assessment to be performed as of December 31, 2025.

Management estimated the fair value of the reporting units using a combination of the income and market approaches.

The income approach requires management to make significant estimates and assumptions, including forecasted revenues, operating margins, and related cash flows, as well as the selected discount rate and long-term growth rate.

The market approach requires judgment in selecting peer public companies, valuation multiples, and other industry inputs.

Based on their impairment assessment, management concluded that the estimated fair value of the audio reporting unit was less than its carrying value as of December 31, 2025, resulting in an impairment charge.

We identified the goodwill impairment assessment for the video and audio reporting units as a critical audit matter because of the significant estimates and assumptions management utilized in determining the fair value and carrying value of these reporting units.

Auditing these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s goodwill impairment assessment included the following, among others:

• We assessed the reasonableness of management's forecasted cash flows by comparing the projections to historical results and certain industry and market trends.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and assumptions including the discount rates, long-term growth rates, and the selection of peer public companies and valuation multiples by:

◦ Testing the source information underlying the determination of the valuation assumptions as well as the mathematical accuracy of the calculation.

◦ Developing a range of independent estimates and compared those to the valuation assumptions selected by management.

• We tested the determination of the carrying value for the video and audio reporting units.

Valuation of Indefinite-Lived Intangible Assets (FCC Licenses) — Refer to Notes 1 and 11 to the financial statements

Critical Audit Matter Description

The Company has indefinite-lived intangible assets related to its FCC broadcasting licenses and performs an impairment assessment at least annually or more frequently if events or circumstances indicate that an asset may be impaired.

The Company performed its annual impairment assessment as of October 1, 2025, by performing a quantitative analysis that compared the estimated fair value of each FCC license to its carrying amount.

Based on their impairment assessment, management concluded that the estimated fair value of certain FCC broadcasting licenses were less than their carrying values as of December 31, 2025, resulting in an impairment charge.

Management estimated the fair value of the FCC licenses using a combination of the income and market approaches.

The income approach requires management to make significant estimates and assumptions, including forecasted broadcast revenues, operating margins, and related cash flows, as well as the selected discount rate and long-term growth rate.

The market approach requires judgment in selecting sales of similar broadcast stations and audience populations.

We identified the impairment assessment for the FCC broadcasting licenses as a critical audit matter because of the significant estimates and assumptions management utilized in determining the fair value of these licenses.

Auditing these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the impairment assessment for the FCC broadcasting licenses included the following, among others:

• We assessed the reasonableness of management's forecasted broadcast cash flows by comparing the projections to certain industry and market trends.

• We assessed the reasonableness of the audience population used in the market approach by comparing the inputs to external data.

◦ Testing the source information underlying the determination of the valuation assumptions as well as the mathematical accuracy of the calculation.

◦ Developing a range of independent estimates and compared those to the valuation assumptions selected by management.

Uncertain Tax Position — Refer to Notes 1, 14, and 15 to the financial statements

Critical Audit Matter Description

The Company recognizes tax positions taken or expected to be taken within its tax return if those positions are determined to be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement, with an uncertain tax position liability recorded for the remainder.

During 2025, management recorded an increase to the liability for uncertain tax positions, reflecting uncertainty in the recognition and measurement of additional tax obligations arising from a tax position taken in the prior year, with an offsetting reduction to equity.

The uncertain tax position relates to the Estrella asset purchase agreement and subsequent equity purchase agreement entered into in May 2025 that modified the structure and terms of the original Estrella asset purchase agreement.

We identified the uncertain tax position as a critical audit matter due to the complexity of the transaction and significant judgment required of management in evaluating the technical merits and measurement of the tax position.

Auditing the tax position required a high degree of subjective auditor judgment and an increased extent of effort, including the use of our tax specialists, to evaluate the related audit evidence and technical tax considerations.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the uncertain tax position included the following, among others:

• Obtained and reviewed the original Estrella asset purchase agreement, subsequent equity purchase agreement, and other relevant documents.

• Obtained an understanding of management’s analysis and key judgments used to determine the income tax payable estimate and the related uncertain tax position under the applicable accounting guidance.

• With the assistance of our tax specialists, we:

◦ Inspected relevant provisions of the original Estrella asset purchase agreement and the subsequent equity purchase agreement to understand terms affecting the uncertain tax position, including contractual definitions and settlement mechanics.

◦ Evaluated the reasonableness of management’s significant assumptions and judgments, including the technical tax positions taken, interpretation of relevant tax law, and recognition of the uncertain tax position.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

March 31, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of MediaCo Holding Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of MediaCo Holding Inc.

and Subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP (PCAOB ID 42 )

We served as the Company’s auditor from 2019 to 2025.

Indianapolis, Indiana

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

Other income 2 100

Impairment of goodwill and intangibles ( 23,099 ) —

Other income, net 3,953 1

Total other income (expense) ( 40,564 ) 27,224

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

LOSS BEFORE INCOME TAXES ( 65,328 ) ( 982 )

PROVISION FOR INCOME TAXES 895 320

NET LOSS FROM CONTINUING OPERATIONS ( 1,302 ) ( 7,421 )

DISCONTINUED OPERATIONS:

Loss from discontinued operations before income taxes — ( 284 )

Income tax benefit from discontinued operations — 74

NET LOSS FROM DISCONTINUED OPERATIONS — ( 210 )

CONSOLIDATED NET LOSS ( 1,302 ) ( 7,631 )

NET LOSS ( 66,223 ) ( 1,302 )

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST 475 2,773

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Net loss per share attributable to common shareholders - basic and diluted:

Continuing operations $ ( 0.08 ) $ ( 0.39 )

Discontinued operations $ — $ ( 0.01 )

Net loss per share attributable to common shareholders - basic and diluted:

$ ( 0.84 ) $ ( 0.08 )

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CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) DECEMBER 31,

2024 DECEMBER 31,

(in thousands, except share data) DECEMBER 31, 2025 DECEMBER 31, 2024

CURRENT ASSETS:

Cash and cash equivalents $ 5,109 $ 4,443

Restricted cash — 1,337

Accounts receivable, net of allowance for doubtful accounts of $ 1,079 and $ 353 , respectively

Accounts receivable, net of allowance for credit losses of $ 1,671 and $ 1,079 , respectively

33,326 30,745

Current programming rights 655 2,781

Prepaid expenses and other current assets 2,556 1,307

Assets held for sale 427 —

Total current assets 42,073 39,276

PROPERTY AND EQUIPMENT:

Land and buildings 2,779 —

Leasehold improvements 1,761 1,102

Broadcasting equipment 18,819 3,516

Office equipment, computer equipment, software and automobiles 2,502 1,027

Construction in progress 1,804 740

Less accumulated depreciation and amortization ( 7,316 ) ( 5,005 )

Total property and equipment, net 20,349 1,380

INTANGIBLE ASSETS:

Indefinite-lived intangibles 165,964 63,266

NONCURRENT ASSETS:

Property and equipment, net 17,639 20,349

Goodwill 8,403 28,338

Other intangibles 15,693 3,737

209,995 67,003

Less accumulated amortization ( 2,768 ) ( 2,410 )

Total intangible assets, net 207,227 64,593

OTHER ASSETS:

Intangible assets, net 172,718 178,889

Operating lease right of use assets 45,830 48,067

Finance lease right of use assets 2,623 —

Noncurrent acquired programming rights 5,022 —

Deposits and other 2,937 1,996

Total other assets 58,649 15,610

Other noncurrent assets 4,395 10,582

Total assets $ 291,058 $ 325,501

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CONSOLIDATED BALANCE SHEETS - (CONTINUED)

(in thousands, except share data) DECEMBER 31,

2024 DECEMBER 31,

(in thousands, except share data) DECEMBER 31, 2025 DECEMBER 31, 2024

LIABILITIES AND EQUITY AND NONCONTROLLING INTERESTS

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Operating lease liabilities 6,746 6,401

Finance lease liabilities 723 —

Other current liabilities 2,683 1,511

Income taxes payable 4,972 2,023

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OPERATING LEASE LIABILITIES, NET OF CURRENT 36,007 37,634

FINANCE LEASE LIABILITIES, NET OF CURRENT 2,038 —

ASSET RETIREMENT OBLIGATION 200 —

DEFERRED INCOME TAXES 2,935 2,775

NONCURRENT PROGRAM RIGHTS PAYABLE 4,547 —

UNRECOGNIZED TAX LIABILITY 8,386 455

OTHER NONCURRENT LIABILITIES 4,683 9,720

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES (NOTE 13)

SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $ 0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED;

0 AND 286,031 SHARES ISSUED AND OUTSTANDING AT DECEMBER 31, 2024 AND 2023

Class A common stock, $ 0.01 par value;

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BALANCE, DECEMBER 31, 2023 20,741,865 $ 210 5,413,197 $ 54 $ 60,294 $ ( 23,148 ) $ — $ 37,410

Net loss — — — — — ( 7,631 ) — ( 7,631 )

Issuance of class A to employees, officers and directors, net of withholdings 928,607 9 — — 1,242 — — 1,251

Repurchase of class A common shares ( 629,880 ) ( 6 ) — — ( 765 ) — — ( 771 )

Preferred stock dividends — — — — — ( 2,415 ) — ( 2,415 )

BALANCE, DECEMBER 31, 2023 20,741,865 $ 210 5,413,197 $ 54 $ 60,294 $ ( 23,148 ) $ — $ 37,410

Net (loss) income — — — — — ( 4,075 ) 2,773 ( 1,302 )

Sale of class A common shares 62,441 1 — — 70 — — 71

Issuance of class A to employees, officers and directors, net of withholdings ( 252,768 ) ( 5 ) — — ( 28 ) — — ( 33 )

Stock-based compensation expense — — — — 328 — — 328

Issuance (retirement) of class A to employees, officers and directors, net of withholdings ( 252,768 ) ( 5 ) — — ( 356 ) — — ( 361 )

Noncontrolling interest resulting from Estrella transaction — — — — — — 17,629 17,629

1 unchanged sentence

Repurchase of class A common shares ( 11,304 ) — — — ( 7 ) — — ( 7 )

Preferred stock dividends — — — — — ( 851 ) — ( 851 )

Preferred stock dividends, $ 14.18 per share

— — — — — ( 851 ) — ( 851 )

BALANCE, DECEMBER 31, 2024 41,274,103 $ 413 5,413,197 $ 54 $ 89,726 $ ( 28,074 ) $ 20,402 $ 82,521

Net (loss) income — — — — — ( 66,698 ) 475 ( 66,223 )

Sale of class A common shares 7,240 — — — 8 — — 8

Stock-based compensation expense — — — — 15 — — 15

Issuance (retirement) of class A to employees, officers and directors, net of withholdings ( 231,489 ) ( 3 ) — — ( 152 ) — — ( 155 )

Noncontrolling interest resulting from Estrella transaction 7,051,538 71 — — 20,806 — ( 20,877 ) —

Equity Clawback (Note 15)

— — — — ( 7,930 ) — — ( 7,930 )

Issuance of common stock upon warrant exercise 28,205,938 282 — — 37,796 — — 38,078

BALANCE, DECEMBER 31, 2025 76,307,330 $ 763 5,413,197 $ 54 $ 140,269 $ ( 94,772 ) $ — $ 46,314

The accompanying notes to consolidated financial statements are an integral part of these statements.

6 unchanged sentences

Consolidated net loss $ ( 66,223 ) $ ( 1,302 )

Loss from discontinued operations, net of tax — 210

Adjustments to reconcile net loss to net cash used in operating activities from continuing operations:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 6,843 5,258

1 unchanged sentence

Amortization of fair value debt adjustments 2,450 1,288

Impairment loss on goodwill and intangible Assets 23,099 —

Noncash change in warrant shares 5,923 ( 38,360 )

3 unchanged sentences

Provision for deferred income taxes 158 160

Noncash compensation 328 1,688

Loss on sale of property and equipment — 565

Other noncash items 164 330

8 unchanged sentences

Other liabilities ( 2,296 ) ( 672 )

Net cash used in continuing operating activities ( 19,862 ) ( 5,570 )

Net cash provided by discontinued operating activities — 255

Net cash used in operating activities ( 19,862 ) ( 5,315 )

Net cash provided by (used in) operating activities 1,970 ( 19,862 )

INVESTING ACTIVITIES:

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Proceeds from sale of property and equipment — 100

Net cash used in continuing investing activities ( 14,178 ) ( 1,666 )

Net cash used in discontinued investing activities — —

Net cash used in investing activities ( 774 ) ( 14,178 )

7 unchanged sentences

Settlement of tax withholding obligations ( 154 ) ( 359 )

Net cash provided by (used in) continuing financing activities 33,902 ( 1,211 )

Net cash used in discontinued financing activities — ( 38 )

Net cash provided by (used in) financing activities 33,902 ( 1,249 )

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 138 ) ( 8,230 )

Net cash (used in) provided by financing activities ( 1,034 ) 33,902

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 162 ( 138 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

4 unchanged sentences

Interest $ 6,056 $ 4,112

Income taxes - Federal — 2,290

Income taxes - State — 752

Noncash investing transactions:

Noncash deferred revenue for capital expenditures 123 —

The accompanying notes to consolidated financial statements are an integral part of these statements.

4 unchanged sentences

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MediaCo Holding Inc., its subsidiaries, and a variable interest entity (“VIE”) (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events.

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

On April 17, 2024, MediaCo Holding Inc.

1 unchanged sentence

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

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.

Our assets consist of two radio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), 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 eleven 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.

2 unchanged sentences

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 and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of operations 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 the notes to consolidated financial statements refers to the Company's continuing operations.

See Note 2 — Discontinued Operations for additional information.

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, and its subsidiaries and the Estrella VIE (as defined below), collectively.

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, and its subsidiaries and the former Estrella VIE (as defined below), collectively.

Basis of Presentation and Consolidation

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

All significant intercompany balances and transactions have been eliminated.

All intercompany balances and transactions have been eliminated.

In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included.

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.

Prior to May 1, 2025 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.

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (in this case, the Company) is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics:

5 unchanged sentences

On March 6, 2025, the Company’s shareholders voted to approve the issuance of (i) up to 28,206,152 shares of MediaCo Class A Common Stock, par value $ 0.01 per share, upon the exercise of a warrant issued in connection with the Company’s acquisition of certain assets of Estrella Broadcasting, Inc.

and its subsidiaries, and (ii) 7,051,538 shares of MediaCo Class A Common Stock, par value $ 0.01 per share, upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc.

and its subsidiaries, and (ii) 7,051,538 shares of MediaCo Class A Common

Stock, par value $ 0.01 per share, upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc.

to sell equity interests of certain broadcast assets.

See Note 15 — Subsequent Events for additional information.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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 in exchange for 7,051,538 shares of Class A common stock.

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

On September 8, 2025 the warrant issued in connection with the Company’s acquisition of certain assets of Estrella and its subsidiaries was exercised in exchange for 28,205,938 shares of MediaCo Class A Common Stock, par value $ 0.01 per share.

Going Concern

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2025, the Company had near-term debt maturities, working capital deficit, and liquidity constraints.

Management evaluated these conditions in accordance with applicable accounting guidance and determined that, absent the successful execution of management’s plans, they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Management has concluded that our ability to continue as a going concern is dependent on our ability to execute our business plan and / or implement other strategic options.

Management is prepared to implement additional cost cutting measures, as necessary, and intends to seek refinancing and to raise additional capital to meet its debt service and working capital obligations, if needed.

However, while the Company has been successful in obtaining additional liquidity in the past, no assurances can be made that the Company will receive such liquidity in the future, or that the other actions described above will alleviate substantial doubt about our ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities.

These estimates may change as new events occur and additional information becomes available.

Actual results could differ materially from these estimates.

Reclassifications

Certain amounts have been reclassified to conform to the current year presentation.

Revenue Recognition

15 unchanged sentences

At times, such deposits may be in excess of FDIC insurance limits.

Restricted cash at December 31, 2023 consisted of $ 1.3 million held in escrow related to the Company's disposition of the Fairway business, classified in current assets, as to which the restrictions were released in June 2024.

Additionally, restricted cash of $ 2.0 million and $ 1.9 million, respectively, as of December 31, 2024 and 2023 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $ 0.5 million as of December 31, 2024 was held in a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the consolidated balance sheets.

The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s consolidated balance sheets to the total amount presented in the consolidation statements of cash flows:

Year ended December 31,

(in thousands) 2025 2024

Cash and cash equivalents $ 5,109 $ 4,443

Restricted cash included in deposits and other noncurrent assets 1,986 2,490

Total cash, cash equivalents, and restricted cash presented on the consolidated statement of cash flows $ 7,095 $ 6,933

Restricted cash as of December 31, 2025 and 2024 includes amounts held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039.

The December 31, 2024 restricted cash amount also included amounts held in a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit.

Assets Held for Sale

The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale.

The assets and liabilities of a disposal group classified as held for sale are presented separately in the asset and liability sections, respectively, of the consolidated balance sheets.

The Company ceases recording depreciation and amortization of the long-lived assets included in the sale upon classification as held for sale.

Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses.

Property and Equipment

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See below for more discussion of impairment policies related to our property and equipment.

Depreciation expense for the years ended December 31, 2024 and 2023 was $ 2.7 million and $ 0.3 million, respectively.

Fair Value Measurements

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(see Note 11 for additional information).

The Company’s Warrant Shares (as defined in Note 4) are classified as a liability for which the fair value is measured on a recurring basis using Level 1 inputs (see Note 7 for additional information).

The Company’s Warrant Shares (as defined in Note 3) were classified as a liability for which the fair value was measured on a recurring basis using Level 1 inputs (see Note 7 for additional information).

We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs.

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 10, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values.

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 11, Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values.

The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 8 for additional information).

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The Company believes the current carrying value of its long-term debt approximates its fair value as it is variable rate debt.

Long-Lived Tangible Assets

The Company periodically considers whether indicators of impairment of definite-lived long-lived tangible assets are present.

If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the asset group is less than their carrying value.

If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values.

Fair value is determined by discounted future cash flows, appraisals and other

If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the asset’s carrying value is greater than the fair value.

The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates or amortizes over the remaining estimated useful life of the asset.

Intangible Assets

Indefinite-lived Intangibles

In accordance with ASC Topic 350, “ Intangibles—Goodwill and Other,” goodwill and radio and tv broadcasting licenses are not amortized, but are tested at least annually for impairment at the reporting unit level and unit of accounting level, respectively.

Goodwill and Indefinite-lived Intangibles

In accordance with ASC Topic 350, “ Intangibles—Goodwill and Other,” goodwill and radio and TV broadcasting licenses are not amortized, but are tested at least annually for impairment.

Goodwill is tested at the reporting unit level, while radio and TV broadcasting licenses, which are classified as indefinite-lived intangible assets, are tested for impairment at the individual license level, which generally corresponds to a station or market.

We test for impairment annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred.

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The Company’s definite-lived intangible assets consist of software developed internally, customer relationships and programming agreements related to our radio business.

These are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company’s future cash flows.

These assets are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company’s future cash flows.

In addition, these definite-lived intangible assets are evaluated for impairment on an interim basis to identify any potential triggering events that would require the Company to perform an impairment test.

Warrant Liabilities

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MediaCo has elected to record programming right assets and liabilities acquired from third parties at the gross amount at inception.

These programming rights are amortized based on the estimated number of future showings on a program by program basis over the license term, beginning in the period in which the license period begins and program becomes available for broadcast in accordance with ASC Topic 920, Entertainment - Broadcasters.

Program rights expected to be amortized to expense in the following 12-month period are classified as current assets and program rights payable within the following 12-month period are classified as current liabilities.

All program rights payable are included in accounts payable and accrued expenses except for $ 4.5 million which is included in noncurrent program rights payable.

Amortization expense for the twelve months ended December 31, 2024 and 2023 was $ 2.7 million and zero , respectively, which is included in operating expenses excluding depreciation and amortization.

These programming rights are primarily related to one agreement which originally ended in February 2028, but was terminated in February 2025.

See Note 15 —Subsequent Events for further information.

Production Costs

MediaCo capitalizes costs for owned television content, including direct costs, production overhead and development costs.

Amortization for content predominantly monetized with other owned or licensed content is recorded based on estimated usage.

In determining the method of amortization and estimated life, we generally use the method and the life that most closely follow the individual film forecast computation method, in accordance with ASC 926, Entertainment - Films.

Production costs expected to be amortized to expense in the following 12-month period are classified as current assets.

Amortization expense was $ 1.5 million and $ 0.0 million, respectively, as of December 31, 2025 and 2024, which is included in operating expenses.

Advertising Costs

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Deferred Revenue and Barter Transactions

Deferred revenue includes makegood liability, deferred barter and other transactions in which payments are received prior to the performance of services (e.g., cash-in-advance advertising).

Deferred revenue includes makegood liability, deferred barter, customer prepayments and other transactions in which payments are received prior to the performance of services (e.g., cash-in-advance advertising).

Certain network sales contracts include a guaranteed number of impressions.

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The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of deficiency units.

As of December 31, 2024, the makegood liability assumed in the Estrella Acquisition, which is associated with these network sales and contracts, was $ 9.2 million and is expected to be recognized over four years .

No such liability existed for the year ended December 31, 2023.

During the year ended December 31, 2024, the Company recognized $ 1.7 million into Revenue which was previously recorded as deferred revenue at the acquisition date.

As of December 31, 2025 and 2024, the makegood liability includes amounts assumed in the Estrella Acquisition, as well as new obligations arising from network sales contracts associated with these network sales arrangements.

The related balance was $ 7.7 million and $ 9.2 million, respectively, and is expected to be recognized at various times, but not anticipated to exceed 4 years.

Barter transactions are recorded at the estimated fair value of the product or service received.

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The appropriate expense or asset is recognized when merchandise or services are used or received.

Barter revenues were $ 2.6 million and $ 0.8 million for the years ended December 31, 2024 and 2023, respectively.

Barter expenses were $ 2.7 million and $ 0.8 million for the years ended December 31, 2024, and 2023, respectively.

The makegood liability account activity, barter revenue and barter expense transactions for the years ended December 31, 2025 and 2024 are as follows:

Year Ended December 31,

Beginning Makegood Liability Balance $ 9,221 $ —

Assumed Makegood Liability from Estrella Acquisition — 8,077

Makegood Revenue Recognized 3,741 1,746

New Makegood Obligations 2,171 2,890

Ending Makegood Liability Balance $ 7,651 $ 9,221

Barter Revenue 2,000 2,627

Barter Expenses 1,799 2,668

Earnings Per Share

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During periods of undistributed losses, however, no effect was given to our participating securities since they are not contractually obligated to share in the losses.

We have elected to determine the earnings allocation based on income (loss) from continuing operations.

For periods with a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same.

We have elected to determine the earnings allocation based on net income (loss).

For periods with a net loss, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same.

The following is a reconciliation of basic and diluted net income (loss) per share attributable to Class A and Class B common shareholders:

Year Ended December 31,

Loss from continuing operations $ ( 1,302 ) $ ( 7,421 )

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

Net income attributable to noncontrolling interests ( 475 ) ( 2,773 )

Preferred stock dividends — ( 851 )

Loss from continuing operations available to common shareholders ( 4,926 ) ( 9,836 )

Loss from discontinued operations, net of income taxes — ( 210 )

Net loss attributable to common shareholders for basic and diluted earnings per share $ ( 66,698 ) $ ( 4,926 )

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Net loss per share attributable to common shareholders - basic and diluted:

Continuing operations $ ( 0.08 ) $ ( 0.39 )

Discontinued operations — ( 0.01 )

Net loss per share attributable to common shareholders - basic and diluted:

$ ( 0.84 ) $ ( 0.08 )

For the year ended December 31, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount.

For the years ended December 31, 2025 and 2024, we repurchased under a share repurchase plan zero and 11,304 shares of Class A common stock for zero and an immaterial amount.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.

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If the Company determines that a deferred tax asset is not likely to be realized, a valuation allowance will be established against that asset to record it at its expected realizable value.

Long-Lived Tangible Assets

The Company periodically considers whether indicators of impairment of definite-lived long-lived tangible assets are present.

If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value.

If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values.

Fair value is determined by discounted future cash flows, appraisals and other methods.

If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the asset’s carrying value is greater than the fair value.

The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates or amortizes over the remaining estimated useful life of the asset.

These estimates may change as new events occur and additional information becomes available.

Actual results could differ materially from these estimates.

Reclassifications

Certain amounts have been reclassified to conform to the current year presentation.

We periodically assess our tax exposures related to periods that are open to examination.

Based on the latest available information, we evaluate our tax positions to determine whether the position will more-likely-than-not be sustained upon examination by the Internal Revenue Service or other taxing authorities.

If we cannot reach a more-likely-than-not determination, no benefit is recorded.

If we determine that the tax position is more-likely-than-not to be sustained, we record the largest amount of benefit that is more-likely-than-not to be realized when the tax position is settled.

We record interest and penalties related to income taxes as a component of income tax expense on our consolidated statements of earnings.

Recent Accounting Pronouncements Implemented

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses , which introduces new guidance for an approach based on using expected losses to estimate credit losses on certain types of financial instruments.

It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination.

Instruments in scope include loans, held-to-maturity debt securities and net investments in leases as well as reinsurance and trade receivables.

We adopted this standard on January 1, 2023.

The adoption of the new standard did not have a significant impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This update is effective beginning with our 2024 fiscal year annual reporting period, with early adoption permitted.

We have adopted this new standard effective December 31, 2024.

As a result, we have enhanced our segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows.

We adopted this ASU 2023-09 during fiscal year 2025 using the prospective method of adoption.

As a result, we have enhanced our income tax disclosures.

The adoption of this ASU affects only our disclosures, with no impacts to our financial condition and results of operations.

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An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

While this ASU will impact only our disclosures and not our financial condition and results of operations, we are currently evaluating when we will adopt the ASU.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

This guidance is effective for fiscal years beginning after December 31, 2024, with early adoption permitted.

Adoption allows for prospective application, with retrospective application permitted.

We are currently assessing the impact this standard will have on our consolidated financial statements, including, but not limited to, our income taxes footnote disclosure.

DISCONTINUED OPERATIONS

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

The purchase price was $ 78.6 million, subject to certain customary adjustments, paid at closing in cash.

The sale resulted in a pre-tax gain of $ 46.9 million in the fourth quarter of 2022.

In accordance with ASC 205-20-S99-3, Allocation of Interest to Discontinued Operations , the Company elected to allocate interest expense to discontinued operations where the debt is not directly attributed to the Fairway business.

Interest expense was allocated based on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt.

In addition, upon closing we entered into a transition service agreement with The Lamar Company, L.L.C.

to support the operations after the divestiture for immaterial fees.

This agreement commenced with the close of the transaction and was terminated at the end of the initial term in February 2023.

The financial results of Fairway are presented as income from discontinued operations on our consolidated statements of income.

The following table presents the financial results of Fairway:

Year ended December 31,

Net revenues $ — $ —

OPERATING EXPENSES

Operating expenses excluding depreciation and amortization expense — 284

Depreciation and amortization — —

Loss on disposal of assets — —

Total operating expenses — 284

Loss from operations of discontinued operations — ( 284 )

Interest and other, net — —

Loss from discontinued operations before income taxes and gain on sale — ( 284 )

Pre-tax gain on sale — —

Loss from discontinued operations, before income taxes — ( 284 )

Income tax benefit — 74

Loss from discontinued operations, net of income taxes $ — $ ( 210 )

The aggregate carrying amounts of assets and liabilities of discontinued operations for Fairway in the consolidated balance sheets for the years ended December 31, 2024 and December 31, 2023 were zero .

The Company is currently evaluating this guidance and its impact on the Company's consolidated financial statements and financial statement disclosures.

In July 2025, the FASB issued ASU 2025‑05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The amendment provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions.

Under the expedient, an entity may assume that current conditions at the balance‑sheet date remain constant over the remaining life of these assets, simplifying the application of the current expected credit loss model.

ASU 2025‑05 is effective for annual periods beginning after December 15, 2025, and is to be applied on a prospective basis.

Early adoption is permitted.

The Company is evaluating whether to elect the practical expedient;

however, based on the short‑term nature of its advertising receivables and historical collection patterns, the Company does not expect adoption of this guidance to have a material impact on its consolidated financial statements.

MediaCo has authorized Class A common stock, Class B common stock, and Class C common stock.

The rights of these three classes are essentially identical except that each share of Class A common stock has one vote with respect to substantially all matters, each share of Class B common stock has 10 votes with respect to substantially all matters, and each share of Class C common stock has no voting rights with respect to substantially all matters.

All Class B common stock outstanding is owned by SG Broadcasting.

All Class B common stock outstanding is owned by SG Broadcasting LLC (“SG Broadcasting”).

At December 31, 2025 and December 31, 2024, no shares of Class C common stock were issued or outstanding.

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The Repurchase Plan does not include specific price targets or timetables and may be suspended or terminated at any time.

During the years ended December 31, 2024 and 2023, we repurchased under the Repurchase Plan 11,304 and 629,880 shares of Class A common stock for an immaterial amount and an aggregate of $ 0.8 million, respectively.

During the years ended December 31, 2025 and 2024, we repurchased under the Repurchase Plan 0 and 11,304 shares of Class A common stock for a zero amount and an immaterial amount, respectively.

On August 20, 2021, MediaCo Holding Inc.

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On December 12, 2024, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC and Moelis & Company LLC (together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, as agents, shares of the Company’s Class A Common Stock, $ 0.01 par value per share, having an aggregate offering price of up to $ 2.0 million.

During the year ended December 31, 2024, 62,441 shares were sold under this agreement for net proceeds of $ 0.1 million.

During the years ended December 31, 2025 and 2024, zero shares and 62,441 shares were sold under this agreement for net proceeds of $ 0.0 million and $ 0.1 million, respectively.

On March 6, 2025, the Company held the Shareholders Meeting, at which the Company’s shareholders voted to approve the issuance of (i) up to 28,206,152 shares of Class A common stock upon the exercise of the Warrant and (ii) 7,051,538 shares of Class A common stock upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc.

to sell to such subsidiary, equity interests of certain broadcast assets.

BUSINESS COMBINATIONS

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On April 17, 2024, in connection with the Estrella Acquisition, MediaCo and Estrella entered into an Option Agreement (the “Option Agreement” and, collectively with the Estrella Acquisition and the transactions contemplated by the Network Affiliation Agreement and the Network Program Supply Agreement described below, the “Estrella Transactions”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) MediaCo was granted the option to purchase 100 % of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A common stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to MediaCo for the same consideration during a period beginning six months after the date of the closing of the Estrella Transactions (the “Closing Date”) and ending after seven years , which will automatically extend for a renewal term of seven years unless both parties mutually agree otherwise.

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 in exchange for 7,051,538 shares of Class A common stock.

Voting and Support Agreement

The Asset Purchase Agreement provides that MediaCo will prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement to be sent to MediaCo shareholders relating to a special meeting of MediaCo shareholders (the “Shareholders Meeting”) to be held to consider approval of the issuance of shares of Class A Common Stock upon exercise of the Warrant and the issuance of shares of Class A Common Stock pursuant to the Option Agreement (the “Proposal”).

The Shareholders Meeting was held on March 6, 2025.

See Note 15 — Subsequent Events in our consolidated financial statements included elsewhere in this report for additional information on the Shareholders Meeting.

On April 17, 2024, in connection with the Estrella Acquisition, SG Broadcasting LLC (“SG Broadcasting”), the holder of shares of Class A common stock and Class B common stock, par value $ 0.01 per share (“Class B common stock”) representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo shareholders (including the Shareholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal.

The Asset Purchase Agreement provides that MediaCo would hold a special meeting of MediaCo shareholders (the “Shareholders Meeting”) to consider approval of the issuance of shares of Class A common stock upon exercise of the Warrant and the issuance of shares of Class A common stock pursuant to the Option Agreement (the “Proposal”).

On April 17, 2024, in connection with the Estrella Acquisition, SG Broadcasting, the holder of shares of Class A common stock and Class B common stock, par value $ 0.01 per share (“Class B common stock”) representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo shareholders (including the Shareholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal.

The Voting Agreement also includes certain customary restrictions on SG Broadcasting’s ability to transfer its shares of MediaCo stock.

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See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion.

First Lien Term Loan

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Pursuant to the Network Program Supply Agreement, MediaCo has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels.

The Network Program Supply Agreement terminated upon the exercise of the Put Right on May 1, 2025.

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”).

Pursuant to the Network Affiliation Agreement, MediaCo has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels.

The Network Affiliation Agreement terminated upon the exercise of the Put Right on May 1, 2025.

Purchase Price Allocation

On April 17, 2024, the Company completed the Estrella Acquisition, accounted for under the acquisition method of accounting in accordance with ASC 805.

During the measurement period, the Company identified adjustments to the provisional amounts initially recorded for the fair values of assets acquired and liabilities assumed.

These adjustments were made in accordance with the guidance on measurement period adjustments in ASC 805-10-25-13.

The Company finalized its assessment of the fair values of the assets acquired and liabilities assumed during the measurement period, with adjustments recorded as of December 31, 2024.

In accordance with ASC 805-10-25-13, the Company recognized measurement period adjustments to the provisional amounts initially recorded.

These measurement period adjustments included changes to the valuation of acquired assets which primarily consisted of a $ 9.5 million decrease in the fair value of the Estrella Acquisition’s FCC licenses, a $ 5.6 million decrease in favorable leasehold interests, and a $ 1.9 million decrease in the Estrella Acquisition’s intangible assets related to customer relationships.

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In the aggregate, we recorded a net increase of $ 13.5 million to goodwill for these measurement period adjustments to reflect the final determination of assets acquired and liabilities assumed as shown below.

Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date.

The Company recognized additional depreciation and amortization expense of $ 0.7 million resulting from revised fair values of fixed assets and intangible assets.

Additionally, the Company recognized additional depreciation and amortization expense of $ 0.7 million resulting from revised fair values of fixed assets and intangible assets.

The Company also recognized $ 0.6 million less of operating expense related to adjustments to the Company’s leases.

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Cash and cash equivalents $ 12,484

Accounts receivable, net of allowance for doubtful accounts of $ 292

Accounts receivable, net of allowance for credit losses of $ 292

Prepaid expenses and other current assets 2,962

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As discussed in Note 1, the Company determined that the Estrella entities holding the Estrella Broadcast Assets represented a VIE in which the Company holds a controlling financial interest, as MediaCo is the primary beneficiary of the VIE.

Effective May 1, 2025, the Estrella VIE was fully consolidated into MediaCo.

Estrella VIE’s assets can be used only to settle obligations of the Estrella VIE.

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Unaudited Pro Forma Financial Information

The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the years ended December 31, 2024 and 2023 as if the acquisition had occurred on January 1, 2023:

The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the year ended December 31, 2024 as if the acquisition had occurred on January 1, 2023:

Year ended December 31,

Net revenues $ 117,307

Loss from continuing operations before income taxes ( 14,371 ) ( 47,402 )

Loss before income taxes $ ( 14,371 )

The supplemental pro forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of MediaCo and Estrella.

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The unaudited supplemental pro forma financial information includes transaction charges associated with the Estrella Acquisition.

There are no material, nonrecurring pro forma adjustments directly attributable to the Estrella Acquisition included in the reported pro forma revenue and loss from continuing operations before income taxes.

There are no material, nonrecurring pro forma adjustments directly attributable to the Estrella Acquisition included in the reported pro forma revenue and loss before income taxes.

SHARE BASED PAYMENTS

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Restricted stock awards are granted out of the Company’s 2020 and 2021 Equity Compensation Plans.

The MediaCo Holding Inc.

2025 Equity Compensation Plan (the “2025 Plan”) was approved by the Company’s shareholders at the annual meeting held on August 8, 2025.

The 2025 Plan authorizes the issuance of up to 5,000,000 shares of Class A common stock for equity-based awards to employees, directors, consultants, and advisors, and is intended to replace the Company’s 2021 and 2020 Equity Compensation Plans.

No awards were granted under the 2025 Plan during the year ended December 31, 2025.

Outstanding awards under the prior plans remain in effect according to their original terms.

We determine the fair value of restricted stock awards based on the closing price of our stock on the date of grant.

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Grants outstanding, beginning of period 487 $ 0.83

Granted 49 3.88

Vested (restriction lapsed) ( 325 ) 0.86

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The following table summarizes stock-based compensation expense recognized by the Company for the years ended December 31, 2025 and 2024.

Tax benefit related to stock compensation for the year ended December 31, 2024 was $ 0.1 million and tax expense related to stock compensation was $ 0.2 million for the year ended December 31, 2023.

Tax benefit related to stock compensation for the year ended December 31, 2025 was $ 22.0 thousand and tax expense related to stock compensation was $ 0.1 million for the year ended December 31, 2024.

Year Ended December 31,

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Stock-based compensation expense $ 15 $ 328

As of December 31, 2024, there was $ 0.1 million of unrecognized compensation cost related to nonvested stock-based compensation arrangements.

As of December 31, 2025, there was $ 6.8 thousand of unrecognized compensation cost related to nonvested stock-based compensation arrangements.

The cost is expected to be recognized over a weighted average period of approximately 0.5 years.

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The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of deficiency units.

As of December 31, 2024, the makegood liability assumed in the Estella Acquisition, which is associated with these network sales and contracts was $ 9.2 million and is expected to be recognized over four years .

We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Advertising revenues presented in the consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15 % of gross revenues .

The makegood liability includes amounts assumed in the Estrella Acquisition as well as new obligations arising from network sales contracts.

As of December 31, 2025 the makegood liability was $ 7.7 million and is expected to be recognized over four years .

Spot Radio & TV Advertising

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Total net revenues $ 57,534 $ 38,037 $ 95,571

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses were comprised of the following at December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

Accounts payable $ 36,913 $ 13,832

Accrued expenses 13,222 20,679

Taxes payable 1,593 915

Total Accounts payable and accrued expenses $ 51,728 $ 35,425

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK

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December 31, 2025 December 31, 2024

Emmis Convertible Promissory Note — 6,458

First Lien Term Loans $ 45,000 $ 45,000

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Series B Preferred Stock $ 41,320 $ 35,553

Emmis Convertible Promissory Note

The Emmis Convertible Promissory Note (as defined in Note 13) carried interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no senior credit facility was outstanding, of 6.0 %, plus an additional 1.0 % on any payment of interest in kind and, without regard to whether the Company paid such interest in kind, an additional increase of 1.0 % following the second anniversary of the date of issuance and additional increases of 1.0 % following each successive anniversary thereafter.

The Company accrued interest since inception using the rate applicable if the interest would have been paid-in-kind (“PIK”).

The Emmis Convertible Promissory Note was convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty-day volume weighted average price of the MediaCo Class A common stock on the date of conversion.

The Emmis Convertible Promissory Note matured on November 25, 2024 and was settled in cash.

First Lien Term Loans

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The first of such Delayed Draw Term Loans of $ 5.0 million was made on May 2, 2024 and the second of such Delayed Draw Term Loans of $ 5.0 million was made on July 17, 2024.

In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provides for $ 7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waived the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $ 7.3 million.

As of December 31, 2025, there are no available borrowings on the Delayed Draw Term Loans.

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.

In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provided for $ 7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waived the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $ 7.3 million.

A fee of $ 0.3 million was paid in conjunction with entering into this amendment.

No amounts have been drawn as of December 31, 2024.

The proceeds of the Initial Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs.

As of December 31, 2025, there are no available borrowings on the Additional Delayed Draw Term Loans and no amounts have been drawn.

The proceeds of the Initial Term Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs.

The proceeds of the Delayed Draw Term Loans were used to provide additional working capital needs.

The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan.

The Initial Term Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature in July, 2026.

First Lien Term Loans will be subject to monthly interest payments at a rate of SOFR + 6.00 %.

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All obligations under the First Credit Agreement, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien in substantially all of the assets of MediaCo and all of the guarantors’ assets, including a lien on the capital stock of MediaCo.

The First Lien Credit Agreement contains negative covenants that limit the ability of the Company and its subsidiaries, to, among other things:

• create liens on certain assets;

• sell certain assets, including capital stock of MediaCo’s subsidiaries;

• merge or consolidate with another person, lease or sell or otherwise dispose of all or substantially all of MediaCo’s assets;

• make certain investments;

• create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any indebtedness;

• enter into certain transactions with affiliates;

• restrict the use of Initial Term Loan proceeds;

• create, incur, assume or suffer to exist any contingent obligations;

• pay dividends, redeem or repurchase capital stock or make other restricted payments;

• create restrictions on the payment of dividends or other amounts from MediaCo’s restricted subsidiaries;

• engage in sale leaseback, synthetic lease or similar transactions involving any of its assets;

• guarantee additional debt.

The First Lien Credit Agreement contains financial covenants including a minimum liquidity, minimum borrowing base and maintaining certain cash flow levels associated with various segments of the business.

The First Lien Credit Agreement contains certain negative covenants with which the Company must comply, as well as financial covenants requiring the Company to maintain minimum liquidity and borrowing base levels and specified cash flow thresholds for various business segments.

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

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

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

Second Lien Term Loan

On April 17, 2024, in connection with the consummation of the Estrella Acquisition, the Company, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $ 30.0 million second lien term loan credit facilities (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC, as administrative and collateral agent, and various financial institutions from time-to-time party thereto.

On April 17, 2024, in connection with the consummation of the Estrella Acquisition, the Company, as borrower, and its direct and indirect subsidiaries, as guarantors, entered into a $ 30.0 million second lien term loan credit facilities (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC, a related party, as administrative and collateral agent, and various financial institutions from time-to-time party thereto.

The Second Lien Credit Agreement was recorded at is fair value of $ 26.5 million as of April 17, 2024.

This amount will be accreted up to the principal balance over the term of the loan.

The resulting discount is being accreted up to the principal balance over the term of the loan.

Additional details regarding the related party are provided in Note 15 — Related Party Transactions.

The 2L Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00 %, of which the 6.00 % may be PIK at the Company’s election.

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All obligations under the Second Lien Credit Agreement, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a second priority lien in substantially all of the assets of MediaCo and all of the guarantors’ assets, including a lien on the capital stock of MediaCo.

The Second Lien Credit Agreement contains negative covenants that limit the ability of the Company and its subsidiaries, to, among other things:

• create liens on certain assets;

• sell certain assets, including capital stock of MediaCo’s subsidiaries;

• merge or consolidate with another person, lease or sell or otherwise dispose of all or substantially all of MediaCo’s assets;

• make certain investments;

• create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any indebtedness;

• enter into certain transactions with affiliates;

• restrict the use of Initial Term Loan proceeds;

• create, incur, assume or suffer to exist any contingent obligations;

• pay dividends, redeem or repurchase capital stock or make other restricted payments;

• create restrictions on the payment of dividends or other amounts from MediaCo’s restricted subsidiaries;

• engage in sale leaseback, synthetic lease or similar transactions involving any of its assets;

• guarantee additional debt.

The Second Lien Credit Agreement contains financial covenants including a minimum liquidity, minimum borrowing base and maintaining certain cash flow and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) levels associated with various segments of the business.

The Second Lien Credit Agreement contains certain negative covenants with which the Company must comply, as well as financial covenants requiring the Company to maintain minimum liquidity and borrowing base levels and specified cash flow and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) thresholds for various business segments.

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

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If an event of default occurs, the lenders under the Second Lien Credit Agreement are entitled to take various actions, including the acceleration of all amounts due under the Second Lien Credit Agreement and all actions permitted to be taken under the loan documents relating thereto or applicable law.

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

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

Series B Preferred Stock

On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $ 60.0 million, recorded at its fair value at that time of $ 32.0 million, which will be accreted up to the redemption value balance over the term.

On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $ 60.0 million, recorded at its fair value at that time of $ 32.0 million, which is being accreted up to the redemption value balance over the term.

The accretion amount is included in Interest expense, net in the Consolidated Statements of Operations.

The Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up.

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Such approval was obtained on March 6, 2025.

See Note 15 — Subsequent Events for additional information.

Changes in fair value are recorded in change in fair value of warrant shares liability in the consolidated statements of operations.

The Warrant terminates six months from the date shareholder approval was obtained, March 6, 2025, at which point, to the extent not fully exercised, the Warrant shall be deemed automatically exercised.

See Note 3 - Business Combinations for additional information.

Further, in connection with the closing of the equity purchase agreement on May 1, 2025, the Warrants were reclassified to a liability due to the equity clawback feature (See Note 15 for more discussion ).

Based on amounts outstanding at December 31, 2025, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below:

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2029 28,875 24,750 — 53,625

After 2030 — — 60,000 60,000

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Recurring Fair Value Measurements

The Class A common stock underlying the Warrant Shares are publicly traded on the Nasdaq Capital Market under the symbol MDIA, and the fair value of the Warrant Shares at a specific date is determined by the closing price of the common stock as of that date.

Therefore, the Warrant Shares are classified as Level 1 of the fair value hierarchy.

The Class A common stock underlying the warrant shares is publicly traded on the Nasdaq Capital Market under the symbol MDIA.

The fair value of the warrant shares is determined based on the closing price of the Company’s Class A common stock as of the measurement date.

Accordingly, the warrant shares are classified as Level 1 within the fair value hierarchy.

The carrying value of the warrant shares was $ 0.0 million as of December 31, 2025.

Level 1 Level 2 Level 3 Total Carrying Value at

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Fair Value of Long-Term Debt and Series B Preferred Stock

First Lien Term Loan

The carrying value of the First Lien Term Loan approximates fair value due to its variable interest rate, which resets periodically based on market conditions.

The fair value is classified within Level 2 of the fair value hierarchy, as it is based on observable market inputs, including current interest rates for similar secured, variable-rate instruments.

Second Lien Term Loan

The estimated fair value of the Second Lien Term Loan was determined using a discounted cash flow analysis based on current market interest rates available to the Company for similar second lien debt instruments with comparable maturities, credit risk, and terms, including payment-in-kind (PIK) features.

The Company considered observable market data for second lien debt with similar characteristics and adjusted for the instrument-specific features.

Based on this analysis, the carrying value of the Second Lien

Term Loan approximates its fair value.

The fair value of this instrument is classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs, primarily related to market yield assumptions for PIK instruments and credit spreads.

Series B Preferred Stock

On April 17, 2024, the Company issued 60,000 shares of Series B Preferred Stock with a liquidation value of $ 60.0 million, recorded initially at $ 32.0 million and accreted over the term to the redemption value.

Dividends accrue in-kind at an annual rate of 6 %, subject to potential adjustments upon the occurrence of certain trigger events.

The estimated fair value of the Series B Preferred Stock as of December 31, 2025 was determined using a discounted cash flow methodology based on a single expected cash flow at maturity equal to the total contractual redemption amount, including accrued PIK dividends.

The cash flow was discounted using estimated market yields for comparable non-convertible, subordinated, mandatorily redeemable preferred instruments with similar credit risk and remaining maturity.

Based on this analysis, the estimated fair value as of December 31, 2025 approximates the carrying value.

As of December 31, 2025 and 2024, the fair value for the above instruments approximated carrying value.

The carrying amounts of accounts receivable, accounts payable, accrued expenses, and other current financial instruments approximate fair value due to their short‑term maturities.

Fair Value of Other Financial Instruments

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We elected this policy for all classes of underlying assets.

Short-term lease expense for the year ended December 31, 2024 was not material and was $ 0.1 million for the year ended December 31, 2023.

Short-term lease expense for the years ended December 31, 2025 and 2024 were not material.

Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term.

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Variable lease payments for the years ended December 31, 2025 and 2024 were not material.

On November 18, 2022, the Company entered into a lease agreement in New York City for our radio operations and corporate offices with a lease commencement date of February 1, 2023 and a noncancellable lease term through October 2039.

This resulted in a right of use asset of $ 10.4 million and an operating lease liability of $ 10.4 million when recorded at lease commencement.

On April 17, 2024, as part of the acquisition of certain assets of Estrella, the Company received favorable leaseholds interests of $ 7.4 million that were included in the Operating lease right of use assets acquired.

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Weighted average discount rate - finance leases 11.3 % 11.3 %

As of December 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:

Year ended December 31,

As of December 31, 2025, the annual minimum lease payments of our operating and finance lease liabilities were as follows:

Year ended December 31, Operating Leases Finance Leases

2026 $ 7,168 $ 799

2027 7,008 831

2028 6,959 864

2029 6,719 218

After 2030 50,350 —

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imputed interest ( 42,117 ) ( 438 )

Total recorded operating lease liabilities $ 44,035

As of December 31, 2024, the annual minimum lease payments of our finance lease liabilities were as follows:

Year ended December 31,

Total lease payments 3,481

imputed interest ( 720 )

Total recorded financing lease liabilities $ 2,761

Total recorded lease liabilities $ 42,753 $ 2,274

PROPERTY AND EQUIPMENT, NET

As of December 31, 2025 and 2024, property and equipment, net consisted of the following:

2025 December 31,

PROPERTY AND EQUIPMENT:

Land and buildings $ 2,351 $ 2,779

Leasehold improvements 2,056 1,761

Broadcasting equipment 18,957 18,819

Office equipment, computer equipment, software and automobiles 2,583 2,502

Construction in progress 2,088 1,804

28,036 27,665

Less accumulated depreciation and amortization ( 10,397 ) ( 7,316 )

Total property and equipment, net $ 17,639 $ 20,349

Depreciation expense for the years ended December 31, 2025 and 2024 was $ 3.8 million and $ 2.7 million, respectively.

INTANGIBLE ASSETS AND GOODWILL

As of December 31, 2024 and 2023, intangible assets, net consisted of the following:

As of December 31, 2025 and 2024, intangible assets, net and Goodwill, consisted of the following:

December 31, 2025 December 31, 2024

Goodwill $ 8,403 $ 28,338

Indefinite-lived intangible assets:

FCC Licenses $ 162,800 $ 165,964

Goodwill 28,338 —

Definite-lived intangible assets:

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In connection with any such review, if the recorded value of intangible assets is greater than its fair value, they are written down and charged to results of operations.

Our WQHT(FM) and WBLS(FM) FCC licenses were successfully renewed in 2022 through June 2030.

FCC licenses are renewed every eight years at a nominal cost, and historically our FCC licenses have been renewed at the end of their respective eight-year periods.

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Impairment Testing

The Company generally performs its annual impairment review of indefinite-lived intangibles as of October 1 each year.

At the time of each impairment review, if the fair value of the indefinite-lived intangible is less than its carrying value, a charge is recorded to results of operations.

When indicators of impairment are present, the Company will perform an interim impairment test.

We will perform additional interim impairment assessments whenever triggering events suggest such testing for the recoverability of these assets is warranted.

During the years ended December 31, 2024 and 2023, the Company did not record any impairment losses.

During the years ended December 31, 2025 and 2024, the Company recognized an impairment losses for Goodwill of $ 19.9 million and zero , and $ 3.2 million and zero related to intangible assets, respectively.

Valuation of Indefinite-lived Broadcasting Licenses

Fair value of our FCC licenses is estimated to be the price 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.

To determine the fair value of our FCC licenses, the Company uses both the income approach and the market approach method in its impairment testing.

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 market at the beginning of the valuation period.

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When evaluating our radio and television broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30.

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 for our WQHT(FM) and WBLS(FM) FCC licenses.

Below are some of the key assumption ranges used in our income method annual impairment assessments for our FCC licenses.

The long-term growth rates in the markets in which we operate are based on recent industry trends and our expectations for the market going forward.

October 1, 2024 October 1, 2023

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

Discount Rate 8.9 % - 10.5 %

9.1 % - 10.9 %

Long-term Revenue Growth Rate 0.4 % - 1.2 %

( 0.1 )% - 1.2 %

Mature Market Share 0.2 % - 10.0 %

0.2 % - 10.0 %

Operating Profit Margin 10.0 % - 26.7 %

15.9 % - 27.0 %

23.2 % - 29.2 %

As of December 31, 2025 and 2024, the carrying amount of the Company’s FCC licenses was $ 162.8 million and $ 166.0 million , respectively.

Valuation of Goodwill

As a result of the Estrella Acquisition, the Company recorded $ 28.3 million of goodwill, which accounts for all goodwill on the consolidated balance sheet as of December 31, 2024, and of which $ 8.4 million is allocated to our Video Segment and $ 19.9 million is allocated to our Audio Segment.

ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually.

Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test.

We perform this assessment annually as of October 1, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired.

Such events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a decline in our market capitalization, operating performance indicators, competition, reorganizations of our business, U.S.

Government budget restrictions or the disposal of all or a portion of a reporting unit.

Our goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit, which is our business segment level or a level below the business segment.

The level at which we test goodwill for impairment requires us to determine whether the operations below the business segment constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results.

In the current period, it was not more likely than not that the fair value of each reporting unit was less than its carrying amount.

When performing a quantitative assessment for impairment, the Company first uses an income approach by projecting net free cash flows and discounting them to present value.

To corroborate the fair values determined using the income approach, we also use the market approach by multiplying the cash flows of the reporting unit by an estimated market multiple.

We believe this methodology for valuing our reporting units is a common approach and the multiples we use are based on our peer comparisons, analyst reports, and market transactions.

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.

As of December 31, 2025 the carrying amount of the Company’s Goodwill was $ 8.4 million;

allocated to our Video Segment and zero allocated to our Audio Segment.

As of December 31, 2024, $ 8.4 million was allocated to our Video Segment and $ 19.9 million was allocated to our Audio Segment.

Goodwill is tested for impairment at least annually in accordance with ASC Topic 350, Intangibles—Goodwill and Other, and more frequently if events or changes in circumstances indicate that goodwill may be impaired.

The Company performs its annual goodwill impairment test as of October 1.

Goodwill is tested for impairment at the reporting unit level, which is defined as our business segment or a level below the business segment when discrete financial information is available and segment management regularly reviews the operating results.

During the current period, the Company performed a quantitative goodwill impairment assessment for each reporting unit.

The quantitative assessment compares the fair value of each reporting unit to its respective carrying value.

Fair value was estimated using an income and market based approach on a going concern basis in the context of a potential asset sale transaction.

Under the income approach, fair value was determined by projecting net free cash flows of the reporting unit and discounting those cash flows to present value.

Under the market approach, fair value was estimated by applying selected market multiples to the reporting unit’s cash flows.

The market multiples used were derived from peer company comparisons, analyst reports, and recent market transactions.

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.

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 impairment analysis performed as of December 31, it was determined that the audio segment goodwill was impaired by $ 19.9 million, while the video segment was not impaired.

Definite-lived Intangibles

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They cost $ 1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively.

Assets related to our websites placed in service during 2022 were disposed in the year ended December 31, 2023 resulting in a loss of $ 0.3 million, included in Loss on disposal of assets in the consolidated statements of operations.

The customer relationships and time brokerage agreements (Other) were acquired as part of the Estrella Acquisition.

In accordance with ASC 360, the Company evaluated its property and equipment and definite-lived intangible assets for recoverability by comparing the projected undiscounted cash flows expected to be generated by the related asset groups to their carrying values.

Based on this assessment, the projected undiscounted cash flows exceeded the carrying values of the respective asset groups, and therefore no impairment charges were recognized for these assets.

Total amortization expense from definite-lived intangibles for the years ended December 31, 2025 and 2024, was $ 3.0 million and $ 2.5 million, respectively.

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Year ended December 31, Amortization Expense

After 2029 3,121

Total $ 9,919

PROGRAMMING RIGHTS

Long-term program rights assets are classified as noncurrent acquired programming rights.

The Company did not have any long-term program rights liabilities as of December 31, 2025.

All program rights payables are included in accounts payable and accrued expenses as of December 31, 2025.

Amortization expense for the years ended December 31, 2025 and 2024, was $ 1.1 million and $ 2.7 million, respectively, which is included in operating expenses.

These programming rights were primarily related to one agreement which was terminated in February 2025.

The Company evaluates programming rights for impairment whenever indicators of loss are present.

No impairment was recorded during the periods presented.

The Company estimates future amortization expense as follows:

Year ending December 31, Amortization Expense

Sublicense Agreement

On July 3, 2025, the Company entered into a three-year sublicense agreement with a programming syndicate to obtain non-exclusive Spanish-language broadcast and distribution rights to certain live sporting events.

The sublicense covers the 2025-26, 2026-27, and 2027-28 seasons within the United States and Canada.

Under the agreement, the syndicate provides the live clean feeds of these sporting events and related highlights, and the Company is permitted to air and monetize such programming across its linear and digital platforms.

The Company is obligated to pay fixed license fees totaling $ 7.2 million over the term of the contract, payable in monthly installments during each season.

Additional consideration is due for playoff events and for per-event production services.

The Company also agreed to provide the syndicate $ 1.0 million per season of promotional airtime, measured at fair value, in lieu of cash consideration.

The sublicense expires following completion of the 2027-28 season and is non-renewable except by mutual agreement.

License fees expensed were $ 0.9 million, production costs expensed were $ 0.8 million and promotional airtime expenses were zero , for the year ended December 31, 2025.

Future minimum license fee commitments under the sublicense agreement are as follows:

Total remaining future license commitments $ 6,300

OTHER COMMITMENTS AND CONTINGENCIES

The Company has various commitments under contracts that include purchase obligations and employment agreements with annual commitments.

The Company enters into purchase obligations related to contracts for television and radio advertising sales, software development, and cloud-based services, as well as employment agreements for on-air talent.

The Company has various commitments under contracts that include purchase obligations, programming agreements and employment agreements with annual commitments.

The Company enters into purchase obligations related to contracts for television and radio advertising sales, software development, and cloud-based services, programming agreements that are non-cancelable with fixed payments for broadcaster expense allowances and network revenue stream fees, as well as employment agreements for on-air talent.

As of December 31, 2025, the Company's future minimum payments under non-cancelable contracts in excess of one year and employment/talent contracts consist of the following:

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2027 8,558 750

2027 2,552 764

Thereafter — —

Total $ 25,441 $ 1,717

In addition to fixed payments, the programming agreements also provide for variable payments based on a contractual profit split and Broadcaster preference payments.

Because these amounts are variable and not fixed or determinable, they are not included in the table above.

Variable payments are recognized as incurred in accordance with the terms of the agreements.

From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business.

In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

The provision for income taxes for continuing operations for the years ended December 31, 2024 and 2023, consisted of the following:

Income (loss) before provision for income taxes, by tax jurisdiction, was as follows, during the year ended December 31, 2025 and 2024:

Year Ended December 31,

United States $ ( 65,328 ) $ ( 982 )

The provision for income taxes for the years ended December 31, 2025 and 2024, consisted of the following:

Year Ended December 31,

Federal $ 150 $ —

State 725 159

Total current 875 159

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Provision for income taxes $ 895 $ 320

The provision for income taxes for continuing operations for the years ended December 31, 2024 and 2023, differs from that computed at the Federal statutory corporate tax rate as follows:

Cash paid for income taxes, net of refunds, during the year ended December 31, 2025 and 2024 was as follows:

Year Ended December 31,

Federal income taxes, net $ — $ —

State and local income taxes, net 131 —

Total cash paid for income taxes $ 131 $ —

Our federal and state income tax payments, net of refunds, were $ 0.1 million in 2025, attributable solely to Texas and zero in 2024.

A reconciliation of the provision for income taxes to the amount computed by applying the 21.0 % statutory U.S.

federal income tax rate to the income before income taxes after the adoption of ASU 2023-09 is as follows:

Year ended December 31, 2025

Amount Percent

Computed income taxes at the statutory rate $ ( 13,719 ) 21.0 %

Other Perm 165 ( 0.3 ) %

Warrant Liability - Mark-to-market change 1,244 ( 1.9 ) %

Nondeductible Interest Expense 1,322 ( 2.0 ) %

Change in Valuation Allowance 11,140 ( 17.1 ) %

Uncertain Tax Positions 647 ( 1.0 ) %

State Income Tax 32 — %

Other 64 ( 0.1 ) %

$ 895 ( 1.4 ) %

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to the income before income taxes for the year prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Federal statutory income tax rate 21 %

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State income tax ( 2,037 )

State tax rate change 1,889 —

Uncertain tax position 1,889

Mark-to-market change on warrants ( 8,056 )

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Right of use asset ( 12,432 ) ( 13,720 )

Property and equipment ( 204 ) —

Total deferred tax liabilities ( 23,709 ) ( 23,441 )

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With this consideration, the total valuation allowance recorded at December 31, 2025 and 2024, was $ 45.7 million and $ 33.0 million, respectively, resulting in a net $ 3.0 million and $ 2.9 million DTL, respectively.

The change in valuation allowance from $ 16.6 million to $ 33.0 million includes tax expense related to the valuation allowance of $ 7.8 million and a valuation allowance recorded in the opening balance sheet of the Estrella Acquisition of $ 8.6 million.

The change in valuation allowance from $ 33.0 million to $ 45.7 million is primarily the result of additional NOLs and DTAs generated in 2025.

As of December 31, 2025, the Company has $ 70.5 million of federal NOLs and $ 68.5 million of state NOLs available to offset future taxable income.

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The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

As of December 31, 2024, the estimated value of the Company's net uncertain tax positions was approximately $ 0.4 million all which is reported as a noncurrent liability.

As of December 31, 2025 and 2024 the estimated value of the Company's net uncertain tax positions was approximately $ 7.7 million and $ 0.4 million, respectively, all of which is reported as a noncurrent liability.

The following is a tabular reconciliation of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2025 and 2024:

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Gross unrecognized tax benefit - ending balance $ 7,668 $ 390

All of the unrecognized tax benefits as of December 31, 2024 and 2023, if recognized, would reduce the Company’s provision for income taxes.

All of the unrecognized tax benefits as of December 31, 2024, if recognized, would reduce the Company’s provision for income taxes.

Of the $ 7.7 million of unrecognized tax benefits as of December 31, 2025, $ 1.8 million, if recognized, would reduce the Company’s provision for income taxes.

Due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities that could be different from this estimate.

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The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense.

Related to the uncertain tax positions noted above, the Company accrued $ 39 thousand of interest and no penalties during the current year.

Related to the uncertain tax positions noted above, the Company accrued $ 165 thousand of interest and $ 489 thousand of penalties during the current year.

RELATED PARTY TRANSACTIONS

Transaction Agreement with Emmis and SG Broadcasting

On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT(FM) and WBLS(FM), in exchange for $ 91.5 million in cash, a $ 5.0 million note and 23.72 % of the common stock of MediaCo, (ii) Standard General purchased 76.28 % of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020.

The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share.

Estrella Put Right and Equity Clawback

On March 6, 2025, the shareholders of MediaCo approved the Proposal and the Put Right became exercisable for 7,051,538 shares of Class A common stock.

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.

In connection with the Put Right and the previously executed Asset Purchase Agreement related to the acquisition of Estrella’s assets, the Company entered into an equity purchase agreement on May 1, 2025, that includes certain clawback provisions applicable to HPS, including parties that are considered related parties of the Company.

Pursuant to these provisions, under specified circumstances defined in the equity purchase agreement and the Asset Purchase Agreement, including the occurrence of certain losses or other financial obligations incurred by the Company in connection with the Estrella transactions, the Company may have the right to require such investors to return or forfeit a portion of the equity interests previously issued to them.

In addition, certain debt instruments issued in connection with the transaction may also be subject to similar clawback or repayment provisions.

The potential exercise of these clawback provisions could result in the reduction or cancellation of equity interests held by such related party investors and the repayment or forfeiture of related debt obligations.

The magnitude and timing of any such clawback would depend on the occurrence and amount of qualifying losses or obligations as defined in the applicable agreements and could be material to the Company’s consolidated financial statements.

During 2025, as a result of the increase in the uncertain tax position and corresponding interest and penalties described in Note 14, the Company reduced equity by $ 7.9 million pursuant to the equity clawback feature.

As of December 31, 2025, $ 7.9 million of equity interests were subject to clawback, while no debt instruments have been subject to clawback.

See Note 1 — Summary Of Significant Accounting Policies.

Convertible Promissory Note

As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amounts of $ 5.0 million.

On November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amounts of $ 5.0 million.

Through December 31, 2023, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balance outstanding as of December 31, 2024 was $ 6.5 million.

The Emmis Convertible Promissory Note matured on November 25, 2024 and was settled in cash.

The Company recognized interest expense of $ 0.8 million and $ 0.6 million related to the Emmis Convertible Promissory Note for the years ended December 31, 2024 and 2023, respectively.

The terms of the Emmis Convertible Promissory Note are described in Note 7.

The Company recognized interest expense of $ 0.8 million related to the Emmis Convertible Promissory Note for the year ended December 31, 2024.

Convertible Preferred Stock

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Prior to being converted, the MediaCo Series A preferred stock ranked senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock.

Pursuant to the Articles of Amendment that established the terms of the Series A preferred stock, issued and outstanding shares of MediaCo Series A preferred stock accrued cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 7), or if no senior debt is outstanding, 6 %, plus additional increases of 1 % on December 12, 2020 and each anniversary thereof.

On December 13, 2023, dividends of $ 2.4 million were paid in kind.

The payment in kind increased the accrued value of the preferred stock and 26,031 additional shares were issued as part of this payment.

Pursuant to the Articles of Amendment that established the terms of the Series A preferred stock, issued and outstanding shares of MediaCo Series A preferred stock accrued cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock), or if no senior debt is outstanding, 6 %, plus additional increases of 1 % on December 12, 2020 and each anniversary thereof.

Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $ 0.0 million and $ 0.9 million for the years ended December 31, 2025 and 2024.

Second Lien Term Loan

On April 17, 2024, in connection with the consummation of the Estrella Acquisition, the Company entered into a $ 30.0 million second lien term loan credit facility (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC (“HPS”), as administrative and collateral agent, and certain financial institutions affiliated with HPS.

HPS is a significant shareholder of the Company and, as such, the Second Lien Credit Agreement constitutes a related-party transaction.

The Second Lien Credit Agreement was recorded at its fair value of $ 26.5 million on April 17, 2024, and will be accreted up to its principal balance over the term of the loan.

The 2L Term Loan bears interest at a rate of SOFR + 6.00 %, which may be paid-in-kind (“PIK”) at the Company’s election.

During 2024, the Company elected to PIK the 6.00 % spread monthly.

Interest expense recognized on the 2L Term Loan, including both cash and PIK interest, totaled approximately $ 3.3 million and $ 2.4 million for the years ended December 31, 2025 and 2024, respectively.

The outstanding balance owed to HPS as of December 31, 2025, was $ 30.4 million, inclusive of PIK interest accreted to principal.

Additional details regarding the Second Lien Credit Agreement are provided in Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock.

Consulting Agreements & Other Activity

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One agreement may be terminated at any time by either party and is billed at $ 18,000 per month, plus expenses.

For the years ended December 31, 2024 and 2023, $ 0.4 million and $ 49 thousand, respectively, of fees were incurred related to these agreements.

For the year ended December 31, 2024, $ 0.4 million, of fees were incurred related to these agreements.

These agreements were terminated as of September 30, 2024.

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The Leasing Agreement is an at-cost arrangement, with the Company paying only for a percentage of the actual cost of employing each leased employee, with no markup or service fees above the Company’s share of the actual fully-loaded cost of each leased employee.

For the year ended December 31, 2024, $ 0.2 million of fees were incurred related to this agreement, none of which were paid as of December 31, 2024.

For the years ended December 31, 2025 and 2024, $ 0.7 million and $ 0.2 million of fees were incurred related to this agreement, none of which were paid as of December 31, 2025.

On April 17, 2025, the Company and Paducah Television Operations LLC (“PTO”), a subsidiary of SMG, entered into a Support Agreement, effective as of April 17, 2025 (the “PTO Support Agreement”) and continues for a term of six months unless terminated earlier by either party with 30 days written notice.

On November 5, 2025, an amendment was entered into to extend the term of this agreement for an additional 12 months.

Under the PTO Support Agreement, the Company will provide operational support to PTO, including, but not limited to, finance and legal assistance, human resources, sales, and production of certain marketing materials.

In return for providing these services, the Company will receive payment at the mutually agreed upon rate.

For the year ended December 31, 2025, $ 3.3 million of fees were earned related to this agreement and were recorded in other income on the condensed consolidated statements of operations.

$ 0.8 million of these fees were still owed to the Company as of December 31, 2025.

SEGMENT INFORMATION

The Company revised its segment information to reflect the adoption of ASU 2023-07 and certain changes resulting from our periodic review of factors relevant to how the chief operating decision maker (“CODM”) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting.

The Company and the chief operating decision maker (“CODM”) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting.

The Company’s CODM is the Chief Executive Officer.

The CODM primarily uses operating income (loss) to evaluate the financial performance of each segment and make resource allocation decisions.

The CODM primarily uses operating income (loss) to evaluate the financial performance of each segment, assess operating efficiency and profitability, and compare across segments.

This measure is also used by the CODM to make decisions regarding the allocation of resources, including capital expenditures, programming and content investments, marketing initiatives, and headcount.

We currently manage our operations through two business segments:

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Corporate expenses, including transaction costs are not allocated to reportable segments.

The Company groups activities that are not considered operating segments in the “Other” category.

The Company’s segments operate exclusively in the United States.

The accounting policies as described in the Summary Of Significant Accounting Policies included in Note 1 to these consolidated financial statements, are applied consistently across segments.

Year Ended December 31, 2024 Audio Video Corporate

and other (1)

Year Ended December 31, 2025 Audio Video Consolidated

Net revenues $ 54,746 $ 78,590 $ 133,336

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Other segment items (2)

10 — 11,859 11,869

Operating loss $ ( 1,475 ) $ ( 14,873 ) $ ( 11,859 ) $ ( 28,206 )

Year Ended December 31, 2023 Audio Video Corporate

and other (1)

Segment operating loss $ ( 4,694 ) $ ( 12,781 ) $ ( 17,475 )

Corporate and other (1)

Interest expense, net 15,495

Change in fair value of warrant shares liability 5,923

Impairment of Goodwill and Intangibles 23,099

Other income ( 3,953 )

Loss before income taxes $ ( 65,328 )

Year Ended December 31, 2024 Audio Video Consolidated

Net revenues $ 57,534 $ 38,037 $ 95,571

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Other segment items (2)

526 — 5,451 5,977

Operating loss $ ( 1,336 ) $ — $ ( 5,451 ) $ ( 6,787 )

Segment operating loss $ ( 1,475 ) $ ( 14,872 ) $ ( 16,347 )

Corporate and other (1)

Interest expense, net 11,137

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

Other income ( 1 )

Loss before income taxes $ ( 982 )

Total Assets Audio Video Corporate

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Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.

(2) Audio’s other segment items include gain/loss on disposal of assets.

Corporate other segment items include corporate expenses including expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.

As of December 31, 2025 the primary components of these expenses consist of $ 2.6 million for employee related costs and $ 3.6 million of professional services.

(2) Other segment items include gain/loss on disposal of assets.

(3) Corporate and other is not an operating segment.

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The Company evaluated subsequent events from December 31, 2025 through the date these financial statements were issued and except for those noted below has noted no subsequent events after December 31, 2025 for which disclosure is required.

On February 7, 2025, the Company terminated a program licensing agreement which contributed $ 2.1 million to Current programming rights, $ 4.5 million to Noncurrent acquired programming rights, $ 5.9 million to Accounts payable and accrued expenses and $ 4.5 million to Noncurrent program rights payable, on the consolidated balances sheets as of December 31, 2024.

On March 6, 2025, the Company held a special meeting of shareholders by means of remote communications via a live interactive webcast on the internet.

At the Shareholders Meeting, the Company’s shareholders voted to approve the issuance of (i) up to 28,206,152 shares of MediaCo Class A Common Stock, par value $ 0.01 per share, upon the exercise of a warrant issued in connection with the Company’s acquisition of certain assets of Estrella Broadcasting, Inc.

to sell equity interests of certain broadcast assets.

On February 27, 2026, the Company executed an amendment to an existing lease agreement.

The modification resulted in a remeasurement of the related lease liability and right-of-use (“ROU”) asset.

As a result of this remeasurement, both the lease liability and the ROU asset were reduced;

however, the decrease in the lease liability exceeded the reduction in the ROU asset.

Accordingly, the Company recognized a gain associated with the lease modification for the excess of the liability reduction over the asset reduction.

This gain will be reflected in the Company’s consolidated statement of operations in the period ending after February 27, 2026.

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

Additionally, 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.

Management evaluated this event as a non-recognized subsequent event as of the reporting date and has disclosed it herein in accordance with applicable accounting guidance.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data