Mediaco Holding Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 37 Table of Contents 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, 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 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 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. 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 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. 38 Table of Contents 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. • 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 sales of similar broadcast stations 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. 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. 39 Table of Contents 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. 40 Table of Contents 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. 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 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. 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 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 April 15, 2025 41 Table of Contents MEDIACO HOLDING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, (in thousands, except per share amounts) 2025 2024 NET REVENUES $ 133,336 $ 95,571 OPERATING EXPENSES: Operating expenses excluding depreciation and amortization expense 143,825 106,650 Corporate expenses 7,288 11,859 Depreciation and amortization 6,843 5,258 Loss on disposal of assets 144 10 Total operating expenses 158,100 123,777 OPERATING LOSS ( 24,764 ) ( 28,206 ) OTHER INCOME (EXPENSE): Interest expense, net ( 15,495 ) ( 11,137 ) Change in fair value of warrant shares liability ( 5,923 ) 38,360 Impairment of goodwill and intangibles ( 23,099 ) — Other income, net 3,953 1 Total other income (expense) ( 40,564 ) 27,224 LOSS BEFORE INCOME TAXES ( 65,328 ) ( 982 ) PROVISION FOR INCOME TAXES 895 320 NET LOSS ( 66,223 ) ( 1,302 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST 475 2,773 PREFERRED STOCK DIVIDENDS — 851 NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ ( 66,698 ) $ ( 4,926 ) Net loss per share attributable to common shareholders - basic and diluted: $ ( 0.84 ) $ ( 0.08 ) Weighted average common shares outstanding: Basic 79,392 59,819 Diluted 79,392 59,819 The accompanying notes to consolidated financial statements are an integral part of these statements. 42 Table of Contents MEDIACO HOLDING INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) DECEMBER 31, 2025 DECEMBER 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,109 $ 4,443 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 NONCURRENT ASSETS: Property and equipment, net 17,639 20,349 Goodwill 8,403 28,338 Intangible assets, net 172,718 178,889 Operating lease right of use assets 45,830 48,067 Other noncurrent assets 4,395 10,582 Total assets $ 291,058 $ 325,501 The accompanying notes to consolidated financial statements are an integral part of these statements. 43 Table of Contents MEDIACO HOLDING INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (CONTINUED) (in thousands, except share data) DECEMBER 31, 2025 DECEMBER 31, 2024 LIABILITIES AND EQUITY AND NONCONTROLLING INTERESTS CURRENT LIABILITIES: Accounts payable and accrued expenses $ 51,728 $ 35,425 Current maturities of long-term debt 10,000 — Accrued salaries and commissions 5,337 1,010 Deferred revenue 9,598 10,921 Operating lease liabilities 6,746 6,401 Other current liabilities 2,683 1,511 Income taxes payable 4,972 2,023 Total current liabilities 91,065 57,291 LONG-TERM DEBT, NET OF CURRENT PORTION 63,284 70,172 WARRANT SHARES — 32,155 SERIES B PREFERRED STOCK 41,320 35,553 OPERATING LEASE LIABILITIES, NET OF CURRENT 36,007 37,634 UNRECOGNIZED TAX LIABILITY 8,386 455 OTHER NONCURRENT LIABILITIES 4,683 9,720 Total liabilities 244,744 242,980 COMMITMENTS AND CONTINGENCIES (NOTE 13) EQUITY: Class A common stock, $ 0.01 par value; authorized 170,000,000 shares; issued and outstanding 76,307,330 shares and 41,274,103 shares at December 31, 2025 and 2024, respectively 763 413 Class B common stock, $ 0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at December 31, 2025 and 2024 54 54 Class C common stock, $ 0.01 par value; authorized 30,000,000 shares; none issued — — Additional paid-in capital 140,269 89,726 Accumulated deficit ( 94,772 ) ( 28,074 ) Total equity 46,314 62,119 Noncontrolling interests — 20,402 Total equity and noncontrolling interests 46,314 82,521 Total liabilities and equity and noncontrolling interests $ 291,058 $ 325,501 The accompanying notes to consolidated financial statements are an integral part of these statements. 44 Table of Contents MEDIACO HOLDING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Class A Common Stock Class B Common Stock (in thousands, except share data) Shares Amount Shares Amount APIC Accumulated Deficit Noncontrolling Interests Total 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 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 Conversion of preferred series A shares 20,733,869 207 — — 29,397 — — 29,604 Repurchase of class A common shares ( 11,304 ) — — — ( 7 ) — — ( 7 ) 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. 45 Table of Contents MEDIACO HOLDING INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, (in thousands) 2025 2024 OPERATING ACTIVITIES: Consolidated net loss $ ( 66,223 ) $ ( 1,302 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 6,843 5,258 Amortization of debt discount 776 355 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 ) Noncash interest expense 5,799 4,601 Noncash lease expense 2,651 1,119 Provision for bad debts 2,499 683 Provision for deferred income taxes 158 160 Other noncash items 164 330 Changes in assets and liabilities: Accounts receivable ( 5,079 ) ( 8,422 ) Prepaid expenses and other current assets 1,278 4,099 Other assets 4,919 2,401 Accounts payable and accrued liabilities 20,442 7,498 Deferred revenue ( 1,446 ) 821 Operating lease liabilities ( 1,696 ) 320 Income taxes 1,710 ( 39 ) Other liabilities ( 2,296 ) ( 672 ) Net cash provided by (used in) operating activities 1,970 ( 19,862 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 774 ) ( 1,113 ) Purchases of internally-created software — ( 150 ) Cash paid in acquisitions, net of cash acquired — ( 13,015 ) Proceeds from sale of property and equipment — 100 Net cash used in investing activities ( 774 ) ( 14,178 ) FINANCING ACTIVITIES: Payments on long-term debt — ( 7,318 ) Proceeds from long-term debt — 43,650 Proceeds of class A common stock issuances 8 71 Repurchases of class A common stock — ( 7 ) Payments for debt related costs ( 400 ) ( 1,868 ) Finance lease principal payments ( 488 ) ( 267 ) Settlement of tax withholding obligations ( 154 ) ( 359 ) 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: Beginning of period 6,933 7,071 End of period $ 7,095 $ 6,933 SUPPLEMENTAL DISCLOSURES: Cash paid for: Interest $ 6,056 $ 4,112 Noncash investing transactions: Noncash deferred revenue for capital expenditures 123 — The accompanying notes to consolidated financial statements are an integral part of these statements. 46 Table of Contents MEDIACO HOLDING INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands Unless Indicated Otherwise) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization 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. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). 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. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its eight free ad-supported television (“FAST”) channels - EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales. See Note 3 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition. 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. 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 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. 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: a. The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and b. The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determined that since the major factors in the economic performance of the Estrella VIE are the popularity of the programming provided by the Company to the Estrella VIE and the Company’s sale of advertising in that programming, the Company is the primary beneficiary of the VIE, and the remaining assets and liabilities of the Estrella VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024. The Company accounts for noncontrolling interest in accordance with ASC 810, which requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the consolidated statement of operations. 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 47 Table of Contents 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. 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. Estimates 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 The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. 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 financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15 % of gross revenues. Allowance for Credit Losses An allowance for credit losses is recorded based on management’s judgment of the collectability of trade receivables. When assessing the collectability of receivables, management considers, among other things, customer type (agency versus non-agency), historical loss experience, existing and expected future economic conditions and aging category. Amounts are written off after all normal collection efforts have been exhausted. The activity in the allowance for credit losses for the years ended December 31, 2025 and 2024, was as follows: Balance At Beginning Of Period Additions related to Estrella Acquisition Change in Provision Write Offs Balance At End Of Period Year ended December 31, 2024 $ 353 $ 292 $ 683 $ ( 249 ) $ 1,079 Year ended December 31, 2025 $ 1,079 $ — $ 2,499 $ ( 1,907 ) $ 1,671 48 Table of Contents Cash, Cash Equivalents and Restricted Cash MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. 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 Property and equipment are recorded at cost. Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets, which are 30 to 39 years for buildings, the shorter of economic life or expected lease term for leasehold improvements, five to seven years for broadcasting equipment, five years for automobiles, office equipment and computer equipment, and three to five years for software. Maintenance, repairs and minor renewals are expensed as incurred; improvements are capitalized. On a continuing basis, the Company reviews the carrying value of property and equipment for impairment. If events or changes in circumstances were to indicate that an asset carrying value may not be recoverable, a write-down of the asset would be recorded through a charge to operations. See below for more discussion of impairment policies related to our property and equipment. Fair Value Measurements Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. (see Note 11 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 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). The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. 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 49 Table of Contents 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. Intangible Assets 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. Impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. See Note 11 — Intangible Assets and Goodwill, for more discussion of our annual impairment tests performed during the years ended December 31, 2025 and 2024. Definite-lived Intangibles The Company’s definite-lived intangible assets consist of software developed internally, customer relationships and programming agreements related to our radio business. 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 The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at fair value on the date of issuance, and each balance sheet date thereafter. Programming Rights 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 920, Entertainment - Broadcasters. 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 Advertising costs are expensed when incurred. Advertising expenses were $ 0.6 million and $ 1.7 million for the years ended December 31, 2025 and 2024, respectively. 50 Table of Contents Deferred Revenue and Barter Transactions 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. If the guarantee is not met the Company is obligated to provide additional spots at no charge until the guaranteed number of impressions is met, referred to as a makegood liability. 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, 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. Revenue from barter transactions is recognized when commercials are broadcast. The appropriate expense or asset is recognized when merchandise or services are used or received. 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, 2025 2024 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 Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of our Series A Convertible Preferred Stock, $ 0.01 par value (the “Series A preferred stock” or the “Series A preferred shares”) included rights to participate in dividends and distributions to common shareholders on an if-converted basis, and accordingly were considered participating securities until April 2024, when all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo’s Class A common stock, par value $ 0.01 per share (the “Class A common stock”). Warrant Shares (as defined in Note 3) have the right to participate in distributions on Class A common stock on an as-exercised basis, and accordingly are considered participating securities. 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 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, 2025 2024 Numerator: Net Loss $ ( 66,223 ) $ ( 1,302 ) Less: Net income attributable to noncontrolling interests ( 475 ) ( 2,773 ) Less: Preferred stock dividends — ( 851 ) Net loss attributable to common shareholders for basic and diluted earnings per share $ ( 66,698 ) $ ( 4,926 ) Denominator: Weighted-average shares of common stock outstanding — basic and diluted 79,392 59,819 Earnings per share of common stock attributable to common shareholders: Net loss per share attributable to common shareholders - basic and diluted: $ ( 0.84 ) $ ( 0.08 ) 51 Table of Contents 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. Year Ended December 31, (in thousands) 2025 2024 Convertible Emmis promissory note $ — $ 8,865 Option agreement shares — 4,971 Series A convertible preferred stock — 12,251 Restricted stock awards 448 842 Total anti-dilutive shares $ 448 $ 26,929 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and amounts recorded for income tax purposes. After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. 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. 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 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. Recent Accounting Pronouncements Not Yet Implemented In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. 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. 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. 52 Table of Contents 2. COMMON STOCK 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 LLC (“SG Broadcasting”). At December 31, 2025 and December 31, 2024, no shares of Class C common stock were issued or outstanding. On December 16, 2022, our Board approved a stock repurchase plan (the “Repurchase Plan”), to repurchase from time to time, in the open market or through privately negotiated transactions, shares, up to $ 2.0 million in the aggregate of shares of our Class A common stock. The timing of purchases and the exact number of shares to be purchased depends on market conditions. 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, 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. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc.(“B. Riley”), pursuant to which the Company may offer and sell, from time to time through or to B. Riley, as agent or principal, shares of the Company’s Class A Common Stock, $ 0.01 par value per share, having an aggregate offering price of up to $ 12.5 million. During the years ended December 31, 2025 and 2024, no stock was sold under this agreement. 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 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. 3. BUSINESS COMBINATIONS The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations . The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Estrella Acquisition On April 17, 2024, MediaCo consummated the Estrella Acquisition, pursuant to which it purchased substantially all of the assets of Estrella, other than the Estrella Broadcast Assets, and assumed substantially all of the liabilities of Estrella and its subsidiaries. MediaCo provided the following consideration for the Estrella Acquisition (the “Transaction Consideration”): a A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A common stock; b 60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), c A term loan in the principal amount of $ 30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and d An aggregate cash payment in the amount of approximately $ 25.5 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses, financed through the First Lien Credit Agreement (as defined below). 53 Table of Contents Option Agreement 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 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. The Voting Agreement will automatically terminate upon the date on which the Proposal is approved. Warrant In connection with the Estrella Acquisition, MediaCo issued a warrant which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $ 0.00001 . See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion. 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. First Lien Term Loan In order to finance the Estrella Acquisition, MediaCo, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $ 45.0 million first lien term loan credit facility with White Hawk Capital Partners, LP, as administrative and collateral agent, and various lenders. See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion. Second Lien Term Loan In connection with the consummation of the Estrella Acquisition, MediaCo as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $ 30.0 million second lien term loan credit facility with HPS Investment Partners, LLC, as administrative and collateral agent, and various financial institutions. The Second Lien Credit Agreement was recorded at is fair value of $ 26.5 million. See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion. 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 issuance date fair value of $ 32.0 million, which will be accreted up to the redemption value over the term. See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion. Network Affiliation and Supply Agreements On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). 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. 54 Table of Contents 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. 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. These decreases were partially offset by a $ 1.9 million increase in property and equipment and a $ 1.1 million increase in other assumed liabilities. Additionally the Company made certain reclassifications of amounts within this disclosure to conform to the year-end presentation in the consolidated balance sheet. 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. 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. These adjustments are reflected in the Company’s consolidated statement of operations for the year ended December 31, 2024. The following tables summarize the fair value of cash and noncash consideration transferred, assets acquired, and liabilities assumed as of the acquisition date: Valuation as of April 17, 2024 Cash Consideration $ 25,499 Noncash Consideration: Warrants (1) 70,515 Series B Preferred Stock (2) 31,975 Second Lien Term Loan (2) 26,534 Total Noncash Consideration 129,024 Total Consideration $ 154,523 (1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the closing price on the day prior to close of $ 2.50 . (2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan using a required yield of 15.23 % and 14.14 %, respectively . 55 Table of Contents Valuation as of April 17, 2024 Cash and cash equivalents $ 12,484 Accounts receivable, net of allowance for credit losses of $ 292 16,330 Prepaid expenses and other current assets 2,962 Current programming rights 3,445 Property and equipment, net 19,826 Intangible assets, net 116,658 Right of use assets 38,632 Goodwill 28,338 Noncurrent programming rights 6,852 Deposits and other 690 Assets acquired $ 246,217 Accounts payable and accrued expenses $ 25,254 Deferred revenue 9,543 Operating lease liabilities 27,938 Finance lease liabilities 3,029 Other Liabilities 8,301 Liabilities assumed $ 74,065 Fair value of noncontrolling interests (1) 17,629 Net assets acquired $ 154,523 (1) Fair value of noncontrolling interests based on 7,051,538 shares issued in Option Agreement valued at the closing price on the day prior to close of $ 2.50 . Property and equipment is primarily composed of broadcasting equipment and leasehold improvements. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $ 13.7 million and will be amortized over the estimated remaining useful lives of fifteen years . The amount allocated to indefinite-lived intangible assets represents the estimated fair values of the FCC licenses of $ 102.7 million and goodwill of $ 28.3 million. Goodwill, which is derived from the expanded client base and our ability to provide broader advertising solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and we expect it will be deductible for tax purposes. Goodwill of $ 8.4 million and $ 19.9 million from this transaction is allocated to our Video Segment and Audio Segment, respectively. As part of the acquisition, we incurred costs of $ 9.0 million for the year ended December 31, 2024, primarily related to transaction bonuses and professional services, which are included in the operating expenses excluding depreciation and amortization and corporate expense line items in the consolidated statement of operations. Additionally, there were $ 1.8 million of deferred financing costs and $ 1.1 million of original issue discount related to the issuance of the First Lien Credit Agreement included in long term debt, net of current on the consolidated balance sheet. The Company recorded Revenues of $ 67.3 million and Net loss of $ 16.0 million for the year ended December 31, 2024 related to the Estrella Acquisition. Variable Interest Entity 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. The carrying amounts of the VIE’s consolidated assets and liabilities included in the consolidated balance sheet are as follows: 56 Table of Contents December 31, 2024 Cash and cash equivalents $ 159 Accounts receivable, net of allowance for doubtful accounts of $ 42 2,858 Prepaid expenses 351 Other current assets 28 Total current assets 3,396 Property and equipment, net 10,298 Other intangible assets, net 102,698 Other assets: Operating lease right of use assets 3,171 Deposits and other 579 Total other assets 3,750 Total assets $ 120,142 Current liabilities: Accounts payable and accrued expenses $ 3,072 Deferred revenue 53 Operating lease liabilities 370 Income taxes payable 2,025 Other current liabilities 49 Total current liabilities 5,569 Operating lease liabilities, net of current 2,427 Other noncurrent liabilities 6 Total liabilities $ 8,002 Net assets $ 112,140 The summarized operating results of the VIE are as follows: Year ended December 31, 2025 2024 Net revenues $ 2,654 $ 9,785 Operating Income $ 474 $ 2,768 Net income $ 475 $ 2,773 Unaudited Pro Forma Financial Information 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, 2024 Net revenues $ 117,307 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. The supplemental pro forma financial information does not necessarily represent what the combined companies’ revenue or results of operations would have been had the Estrella Acquisition been completed on January 1, 2023, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining MediaCo and Estrella. 57 Table of Contents The unaudited supplemental pro forma financial information reflects primarily pro forma adjustments related to fair value estimates for intangibles, property and equipment, debt, preferred stock, interest expense and amortization of deferred financing costs for the debt and preferred stock issuances to finance the Estrella Acquisition. 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 before income taxes. 4. SHARE BASED PAYMENTS The amounts recorded as share based compensation expense consist of restricted stock awards issued to officers and employees that have vesting periods up to three years . Awards are typically made pursuant to employment agreements. 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. We generally recognize compensation expense related to restricted stock awards on a straight-line basis over the period during which the restriction lapses. Forfeitures are recognized in the period in which they occur. The following table presents a summary of the Company’s restricted stock grants outstanding at December 31, 2025, and restricted stock activity during the year ended December 31, 2025 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period 487 $ 0.83 Granted — — Vested (restriction lapsed) ( 325 ) 0.86 Forfeited ( 105 ) 0.78 Grants outstanding, end of period 57 $ 0.77 Recognized Non-Cash Compensation Expense 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, 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, 2025 2024 Operating expenses excluding depreciation and amortization $ ( 4 ) $ 124 Corporate expenses 19 204 Stock-based compensation expense $ 15 $ 328 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. 5. REVENUE The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Certain network sales contracts include a guaranteed number of impressions. If the guarantee is not met, the Company is obligated to provide additional spots at no charge until the guaranteed number of impressions is met, referred to as a makegood liability. The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of deficiency units. 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 . 58 Table of Contents Spot Radio & TV Advertising On-air broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the consolidated balance sheets. Digital Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships) to advertisers on Company-owned websites and from revenue generated from content distributed across other digital platforms. Digital revenues are generally recognized as the digital advertising is delivered. Syndication Syndication revenue relates to revenue generated from the sale of rights to broadcast shows we produce as well as revenues from syndicated shows we broadcast for a fee. Syndication revenues are generally recognized ratably over the term of the contract. Events and Sponsorships Events and Sponsorships revenues principally consist of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event. Other Other revenue includes barter revenue, network revenue, talent fee revenue and other revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. Talent fee revenue are fees earned for appearances by our talent, which is recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related appearance. Other revenue is comprised of brand integrations, custom on-air shows, or other amounts earned that do not fit in any other category and are recognized when our performance obligations are fulfilled. 59 Table of Contents Disaggregation of revenue The following table presents the Company's revenues disaggregated by revenue source: Year Ended December 31, 2025 Audio Video Consolidated Net revenues: Spot Radio & TV Advertising $ 43,972 $ 23,151 $ 67,123 Digital 3,178 53,907 57,085 Syndication 2,348 — 2,348 Events and Sponsorships 1,051 90 1,141 Other 4,197 1,443 5,640 Total net revenues $ 54,746 $ 78,590 $ 133,336 Year Ended December 31, 2024 Audio Video Consolidated Net revenues: Spot Radio & TV Advertising $ 40,824 $ 20,334 $ 61,158 Digital 4,444 15,847 20,291 Syndication 2,571 346 2,917 Events and Sponsorships 3,450 167 3,617 Other 6,245 1,343 7,588 Total net revenues $ 57,534 $ 38,037 $ 95,571 6. 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 60 Table of Contents 7. LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK Long-term debt, Warrant shares, and Series B Preferred Stock was comprised of the following at December 31, 2025 and 2024: December 31, 2025 December 31, 2024 First Lien Term Loans $ 45,000 $ 45,000 Second Lien Term Loan 30,446 27,984 Less: Current maturities ( 10,000 ) — Less: Unamortized original issue discount and deferred financing costs ( 2,162 ) ( 2,812 ) Total long-term debt $ 63,284 $ 70,172 Warrant Shares $ — $ 32,155 Series B Preferred Stock $ 41,320 $ 35,553 First Lien Term Loans On April 17, 2024, MediaCo, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $ 45.0 million first lien term loan credit facilities (the “First Lien Credit Agreement”) with White Hawk Capital Partners, LP, as administrative and collateral agent, and various lenders from time-to-time party thereto. The First Lien Credit Agreement consists of an $ 35.0 million initial term loan (the “Initial Term Loan”) and delayed draw term loans in an aggregate amount up to $ 10.0 million (the “Delayed Draw Term Loans”). 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. 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. 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 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 %. The effective interest rates of the Initial Term Loan and Delayed Draw Term Loan were 11.45 % and 11.43 %, respectively, as of December 31, 2025. Beginning May 2027, monthly amortization payments are required equal to 0.8333 % of the initial principal amount of the First Lien Term Loans. The Company may voluntarily repay outstanding loans under the First Lien Credit Agreement at any time, potentially subject to an exit fee if certain conditions are met. The First Lien Credit Agreement is guaranteed by the Company and each of the Company’s direct and indirect subsidiaries, subject to certain exceptions. 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 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 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. 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. 61 Table of Contents 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. During the second quarter of 2024, the Company elected to PIK the 6.00 % spread monthly. The effective interest rate of the 2L Term Loan was 13.41 % as of December 31, 2025. Beginning May 2027, monthly amortization payments are required equal to 0.8333 % of the initial principal amount of the 2L Term Loan. The Company may voluntarily repay outstanding loans under the Second Lien Credit Agreement at any time, without prepayment premium or penalty. The Second Lien Credit Agreement is guaranteed by the Company and each of the Company’s direct and indirect subsidiaries, subject to certain exceptions. 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 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. The Second Lien Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. 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 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. Pursuant to the Series B Articles of Amendment, the ability of MediaCo to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the Series B Preferred Stock, will be subject to certain restrictions. The holders of the Series B Preferred Stock are not entitled to voting rights on any matters submitted to the shareholders of the Company. Each Holder of Series B Preferred Stock will have one vote per share on any matter on which Holders of Series B Preferred Stock are entitled to vote separately as a class. Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to 6.00 % of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment. The Series B Preferred Stock is not convertible into any other equity securities of the Company. As the Series B Preferred Stock is mandatorily redeemable after seven years and does not contain an equity conversion option, it is classified as a long-term liability. Warrant Shares On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $ 0.00001 . Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9 % of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq, unless and until shareholder approval. As such, all Warrant Shares are classified as a liability at their fair value based on the closing price of MediaCo Class A common stock unless and until shareholder approval is obtained. Such approval was obtained on March 6, 2025. 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 ). 62 Table of Contents 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. 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: Year ended December 31, First Lien Term Loans Second Lien Term Loan Series B Preferred Stock Total Payments 2026 $ 10,000 $ — $ — $ 10,000 2027 2,625 2,250 — 4,875 2028 3,500 3,000 — 6,500 2029 28,875 24,750 — 53,625 2030 — — — — After 2030 — — 60,000 60,000 Total $ 45,000 $ 30,000 $ 60,000 $ 135,000 8. FAIR VALUE MEASUREMENTS Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The following hierarchy classifies the inputs used to determine fair value into three levels: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly. Level 3 – unobservable inputs significant to the fair value measurement. Recurring Fair Value Measurements 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 December 31, 2024 Warrant shares $ 32,155 $ — $ — $ 32,155 Non-Recurring Fair Value Measurements 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 11 for more discussion). 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 63 Table of Contents 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 Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts. The Company estimates that the carrying amount of cash and cash equivalents approximates fair value because of the short maturity of these instruments. 9. LEASES We determine if an arrangement is a lease at inception. We have operating leases for office space, studio space and tower space, expiring at various dates through December 2047 and finance leases for broadcast tower space expiring in March 2029. Some leases have options to extend and some have options to terminate. Operating leases are included in lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our consolidated balance sheets. Finance leases are included in lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in our consolidated balance sheets. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease, which we treat as exercised when it is reasonably certain and there is a significant economic incentive to exercise that option. We elected not to apply the recognition requirements of ASC 842, “Leases” , to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, we recognized lease payments in the consolidated statements of operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. We elected this policy for all classes of underlying assets. 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. Finance lease expense is composed of the depreciation of the lease asset and accretion of the lease liability and presented as part of Depreciation and amortization expense and Interest expense, respectively, in the consolidated statements of operations. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. Variable lease payments for the years ended December 31, 2025 and 2024 were not material. 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. 64 Table of Contents The impact of operating leases to our consolidated financial statements was as follows: Year Ended December 31, 2025 2024 Operating lease cost $ 7,859 $ 6,446 Operating cash flows from operating leases $ 6,768 $ 4,857 Right-of-use assets obtained in exchange for new operating lease liabilities $ 457 $ — Weighted average remaining lease term - operating leases (in years) 12.1 12.8 Weighted average discount rate - operating leases 11.7 % 11.6 % The impact of finance leases to our consolidated financial statements was as follows: Year Ended December 31, 2025 2024 Finance lease cost $ 898 $ 667 Cash flows from finance leases $ 768 $ 497 Weighted average remaining lease term - finance leases (in years) 3.2 4.2 Weighted average discount rate - finance leases 11.3 % 11.3 % 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 2030 6,666 — After 2030 50,350 — Total lease payments 84,870 2,712 Less: imputed interest ( 42,117 ) ( 438 ) Total recorded lease liabilities $ 42,753 $ 2,274 65 Table of Contents 10. PROPERTY AND EQUIPMENT, NET As of December 31, 2025 and 2024, property and equipment, net consisted of the following: December 31, 2025 December 31, 2024 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. 11. INTANGIBLE ASSETS AND GOODWILL 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 Definite-lived intangible assets: Customer relationships 9,083 11,675 Software 791 1,138 Other 45 112 Total $ 181,121 $ 207,227 In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company reviews intangible assets at least annually for impairment. 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. 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. Since we expect that our FCC licenses will continue to be renewed in the future, we believe they have indefinite lives. Impairment Testing 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, 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 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. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. 66 Table of Contents Major assumptions involved in this analysis include market revenue, market revenue growth rates, EBITDA margin, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration the current economic conditions. Under the market method, the Company uses recent sales of comparable radio and television stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. The market method is only utilized by the Company when it is determined that recent sales of comparable stations provide an accurate market comparison. 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. 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. December 31, 2025 October 1, 2025 October 1, 2024 Discount Rate 8.9 % - 10.5 % 9.1 % - 10.9 % 12.5 % Long-term Revenue Growth Rate 0.4 % - 1.2 % ( 0.1 )% - 1.2 % 0.5 % Mature Market Share 0.2 % - 10.0 % 0.2 % - 10.0 % 11.3 % 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. Goodwill 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 The following table presents the weighted-average remaining useful life at December 31, 2025 and gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 13.3 $ 13,704 $ 4,621 $ 9,083 $ 13,704 $ 2,029 $ 11,675 Software 2.4 1,733 942 791 1,733 595 1,138 Other 0.9 256 211 45 256 144 112 Total $ 15,693 $ 5,774 $ 9,919 $ 15,693 $ 2,768 $ 12,925 67 Table of Contents The software was developed internally by our radio operations and represents our updated websites and mobile applications, which offer increased functionality and opportunities to grow and interact with our audience. They cost $ 1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively. 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. The Company estimates amortization expense each of the next five years as follows: Year ended December 31, Amortization Expense 2026 $ 2,477 2027 1,930 2028 1,398 2029 992 2030 3,122 After 2030 — Total $ 9,919 12. PROGRAMMING RIGHTS 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. 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 2026 $ 655 2027 122 Thereafter 7 Total $ 784 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: 68 Table of Contents 2026 $ 2,200 2027 2,700 2028 1,400 Thereafter — Total remaining future license commitments $ 6,300 13. OTHER COMMITMENTS AND CONTINGENCIES Commitments 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: Year ended December 31, Non-Cancelable Contracts Employment/Talent Contracts 2026 $ 10,458 $ 967 2027 8,558 750 2028 6,425 — 2029 — — 2030 — — 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. Litigation 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. 14. INCOME TAXES 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, 2025 2024 United States $ ( 65,328 ) $ ( 982 ) 69 Table of Contents The provision for income taxes for the years ended December 31, 2025 and 2024, consisted of the following: Year Ended December 31, 2025 2024 Current: Federal $ 150 $ — State 725 159 Total current 875 159 Deferred: Federal 162 270 State ( 142 ) ( 109 ) Total deferred 20 161 Provision for income taxes $ 895 $ 320 Cash paid for income taxes, net of refunds, during the year ended December 31, 2025 and 2024 was as follows: Year Ended December 31, 2025 2024 U.S. 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. 70 Table of Contents 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, 2024 Federal statutory income tax rate 21 % Computed income tax provision at federal statutory rate $ ( 206 ) State income tax ( 2,037 ) Uncertain tax position 1,889 Mark-to-market change on warrants ( 8,056 ) Nondeductible interest 811 Other nondeductible expenses 161 Equity based compensation ( 97 ) Valuation allowance 7,833 Other 22 Provision for income taxes $ 320 The final determination of our income tax liability may be materially different from our income tax provision. Significant judgment is required in determining our provision for income taxes. Our calculation of the provision for income taxes is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. In addition, our income tax returns are subject to periodic examination by the Internal Revenue Service and other taxing authorities. As of December 31, 2025, the Company had no open income tax examinations. 71 Table of Contents The components of deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024, were as follows: December 31, 2025 December 31, 2024 Deferred tax assets: Intangible assets $ 25,097 $ 20,873 Lease liability 11,702 12,666 Interest deduction carryforward 8,727 6,492 Stock compensation 10 30 Net operating losses 19,090 11,925 Property and equipment — 38 Other 1,841 1,438 Valuation allowance ( 45,713 ) ( 32,956 ) Total deferred tax assets 20,754 20,506 Deferred tax liabilities Indefinite-lived intangible assets ( 11,073 ) ( 9,721 ) Right of use asset ( 12,432 ) ( 13,720 ) Property and equipment ( 204 ) — Total deferred tax liabilities ( 23,709 ) ( 23,441 ) Net deferred tax liabilities $ ( 2,955 ) $ ( 2,935 ) A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset (“DTA”) will not be realized. The Company has considered future taxable income and ongoing prudent and feasible tax-planning strategies in assessing the need for the valuation allowance. As of December 31, 2025 and 2024, the Company recorded a valuation allowance against its DTAs, because the Company's management determined that it was more likely than not that certain assets would not be fully realized. The Company records certain deferred tax liabilities (“DTLs”) related to indefinite-lived intangibles that are not expected to reverse during the carry-forward period. These DTLs can be considered a source of future taxable income to support realization of net operating losses (“NOLs”) that do not expire and DTAs that upon reversal would give rise to NOLs that do not expire. 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 $ 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. The federal NOLs do not expire. Certain state NOL carryforwards begin expiring in the year ending December 2039. Accounting Standards Codification paragraph 740-10 clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must 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. 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: December 31, 2025 December 31, 2024 Gross unrecognized tax benefit - opening balance $ 390 $ 390 Gross increases - tax position prior year 7,278 — Gross increases - tax position current year — — Decreases relating to settlement with taxing authorities — — Gross decreases - lapse of applicable statute of limitation — — Gross unrecognized tax benefit - ending balance $ 7,668 $ 390 72 Table of Contents 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. In such case, the Company will record additional tax expense or tax benefit in the tax provision, or reclassify amounts on the accompanying consolidated balance sheets in the period in which such matter is effectively settled with the taxing authority. 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 $ 165 thousand of interest and $ 489 thousand of penalties during the current year. 15. RELATED PARTY TRANSACTIONS 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 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 related to the Emmis Convertible Promissory Note for the year ended December 31, 2024. Convertible Preferred Stock On December 13, 2019, in connection with the purchase of Fairway, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. In April 2024, all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo Class A common stock. 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 — 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. 73 Table of Contents 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 In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $ 125 per hour. One of the agreements, billed at a rate of $ 8,400 per month expired on May 31, 2024. Two of the agreements billed at rates of $ 6,000 and $ 12,000 per month were extended through September 30, 2024. One agreement may be terminated at any time by either party and is billed at $ 18,000 per month, plus expenses. 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. In March 2024, we made payments of $ 15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO. On October 29, 2024, the Company and Standard Media Group LLC (“SMG”) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”). Under the Leasing Agreement, the Company will obtain the services of several SMG employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. 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 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. 16. SEGMENT INFORMATION 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, 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: (i) Audio, and (ii) Video. The Company’s Audio Segment includes both MediaCo’s and Estrella’s radio stations serving New York City, NY, Los Angeles, CA, Houston, TX, and Dallas, TX demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers. The Audio Segment derives revenues primarily from radio and digital advertising sales, but also generates revenues from events, including sponsorships and ticket sales, licensing, and syndication. The Company’s Video Segment includes Estrella’s television stations offering a unique aggregation of Spanish-language programming, including originals, topical entertainment, reality, news, and comedy. The Video Segment’s revenue is primarily derived from television and digital advertising. The Company’s television stations serve Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. 74 Table of Contents These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses, including transaction costs are not allocated to reportable segments. 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, 2025 Audio Video Consolidated Net revenues $ 54,746 $ 78,590 $ 133,336 Operating expenses excluding depreciation and amortization expense 56,412 87,413 143,825 Depreciation and amortization 2,887 3,956 6,843 Other segment items (2) 142 2 144 Segment operating loss $ ( 4,694 ) $ ( 12,781 ) $ ( 17,475 ) Corporate and other (1) 7,288 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 Operating expenses excluding depreciation and amortization expense 55,963 50,687 106,650 Depreciation and amortization 3,036 2,222 5,258 Other segment items (2) 10 — 10 Segment operating loss $ ( 1,475 ) $ ( 14,872 ) $ ( 16,347 ) Corporate and other (1) 11,859 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 and other (3) Consolidated December 31, 2025 $ 169,221 $ 116,727 $ 5,109 $ 291,058 December 31, 2024 $ 198,310 $ 122,748 $ 4,443 $ 325,501 (1) Corporate and other is not an operating segment. 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. 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. Corporate and other assets primarily include cash and cash equivalents. 17. SUBSEQUENT EVENTS 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 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. 75 Table of Contents 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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.