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Item 1. Financial Statements

2026-05-15 compared with 2025-11-19 · 230 added, 539 removed, 321 unchanged (71% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2026 2025

9 unchanged sentences

Interest expense, net ( 3,940 ) ( 3,754 )

Change in fair value of warrant shares liability ( 7,333 ) 65,439 ( 5,923 ) 34,412

Other income (expense) 746 ( 24 ) 2,976 ( 4 )

Total other (expense) income ( 10,518 ) 62,141 ( 14,487 ) 27,216

(LOSS) INCOME BEFORE INCOME TAXES ( 17,609 ) 55,268 ( 33,046 ) 3,550

Other income, net 3,679 111

Total other expense ( 261 ) ( 3,643 )

LOSS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS ( 7,791 ) ( 8,326 )

PROVISION FOR INCOME TAXES 1,322 280

NET (LOSS) INCOME ( 17,891 ) 54,926 ( 33,887 ) 2,942

LOSS BEFORE EQUITY METHOD INVESTMENTS ( 9,113 ) ( 8,606 )

EQUITY LOSS IN INVESTMENTS ( 255 ) —

NET LOSS ( 9,368 ) ( 8,606 )

Net income attributable to noncontrolling interest — 197

PREFERRED STOCK DIVIDENDS — — — 851

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ ( 17,891 ) $ 54,287 $ ( 34,362 ) $ 624

Net (loss) income per share attributable to common shareholders:

Basic $ ( 0.22 ) $ 0.73 $ ( 0.44 ) $ 0.01

Diluted $ ( 0.22 ) $ 0.66 $ ( 0.44 ) $ 0.01

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ ( 9,368 ) $ ( 8,803 )

Net loss per share attributable to common shareholders - basic and diluted $ ( 0.11 ) $ ( 0.12 )

Weighted-average common shares outstanding - basic and diluted 81,672 74,452

Basic 81,724 74,271 78,627 54,939

Diluted 81,724 84,177 78,627 55,546

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

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

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CONDENSED CONSOLIDATED BALANCE SHEET

2026 December 31,

6 unchanged sentences

Prepaid expenses and other current assets 3,962 2,556

Assets held for sale — 427

Total current assets 34,316 42,073

1 unchanged sentence

GOODWILL 8,403 8,403

OTHER INTANGIBLE ASSETS, NET 176,602 178,889

INTANGIBLE ASSETS, NET 171,999 172,718

OPERATING LEASE RIGHT OF USE ASSETS 39,794 45,830

FINANCE LEASE RIGHT OF USE ASSETS 2,160 2,623

NONCURRENT ACQUIRED PROGRAMMING RIGHTS 191 5,022

DEPOSITS AND OTHER 2,315 2,937

OTHER NONCURRENT ASSETS 4,117 4,395

Total assets $ 274,901 $ 291,058

1 unchanged sentence

CURRENT LIABILITIES:

Accounts payable and accrued expenses $ 54,556 $ 36,435

Accounts payable $ 41,015 $ 36,913

Accrued expenses 11,580 14,815

Current maturities of long-term debt 10,000 10,000

Accrued salaries and commissions 4,643 5,337

Deferred revenue 8,279 9,598

Operating lease liabilities 5,794 6,746

Finance lease liabilities 745 723

Income taxes payable 5,473 4,972

3 unchanged sentences

SERIES B PREFERRED STOCK 42,903 41,320

WARRANT SHARES — 32,155

OPERATING LEASE LIABILITIES, NET OF CURRENT 29,472 36,007

FINANCE LEASE LIABILITIES, NET OF CURRENT 1,658 2,038

ASSET RETIREMENT OBLIGATIONS 217 200

DEFERRED INCOME TAXES 3,638 2,935

NONCURRENT PROGRAM RIGHTS PAYABLE — 4,547

UNRECOGNIZED TAX LIABILITY 9,044 8,386

OTHER NONCURRENT LIABILITIES 4,719 4,683

3 unchanged sentences

authorized 170,000,000 shares;

issued and outstanding 76,458,943 shares and 41,274,103 shares at September 30, 2025, and December 31, 2024, respectively

issued and outstanding 76,304,838 shares and 76,307,330 shares at March 31, 2026, and December 31, 2025, respectively

Class B common stock, $ 0.01 par value;

authorized 50,000,000 shares;

issued and outstanding 5,413,197 shares at September 30, 2025, and December 31, 2024

issued and outstanding 5,413,197 shares at March 31, 2026, and December 31, 2025

Class C common stock, $ 0.01 par value;

3 unchanged sentences

Total equity 35,853 46,314

Noncontrolling interests — 20,402

Total equity and noncontrolling interests 86,658 82,521

Total liabilities and equity and noncontrolling interests $ 319,391 $ 325,501

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

Total liabilities and equity $ 274,901 $ 291,058

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

MEDIACO HOLDING INC.

4 unchanged sentences

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

Net (loss) income — — — — — — ( 8,803 ) 197 ( 8,606 )

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

Issuance of class A to employees, officers and directors, net of withholdings ( 53,823 ) ( 1 ) — — — ( 26 ) — — ( 27 )

Warrant shares — — — — 32,155 — — — 32,155

BALANCE, MARCH 31, 2025 41,227,520 $ 412 5,413,197 $ 54 $ 32,155 $ 89,708 — $ ( 36,877 ) $ 20,599 $ 106,051

Net (loss) income - See Note 2 — — — — — — ( 7,668 ) 278 ( 7,390 )

Issuance of class A to employees, officers and directors, net of withholdings ( 26,053 ) — — — — — — — —

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

Warrant shares - See Note 2 — — — — ( 32,155 ) — — — ( 32,155 )

BALANCE, JUNE 30, 2025 48,253,005 $ 483 5,413,197 $ 54 $ — $ 110,514 $ ( 44,545 ) $ — $ 66,506

Net loss — — — — — — ( 9,368 ) — ( 9,368 )

Stock-based compensation expense — — — — — 4 — — 4

Issuance of class A to employees, officers and directors, net of withholdings ( 2,492 ) — — — — ( 2 ) — — ( 2 )

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

BALANCE, SEPTEMBER 30, 2025 76,423,983 $ 764 5,413,197 $ 54 $ — $ 148,276 $ ( 62,436 ) $ — $ 86,658

Equity Clawback (Note 11)

— — — — — ( 1,095 ) — — ( 1,095 )

BALANCE, MARCH 31, 2026 76,304,838 $ 763 5,413,197 $ 54 $ — $ 139,176 $ ( 104,140 ) $ — $ 35,853

BALANCE, DECEMBER 31, 2024

1 unchanged sentence

Net loss — — — — — — ( 8,803 ) 197 ( 8,606 )

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

Stock-based compensation expense — — — — — 38 — — 38

Issuance of class A to employees, officers and directors, net of withholdings ( 53,823 ) ( 1 ) — — — ( 64 ) — — ( 65 )

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

Preferred stock dividends — — — — — — ( 723 ) — ( 723 )

Warrant shares — — — — 32,155 — — — 32,155

BALANCE, MARCH 31, 2025 41,227,520 $ 412 5,413,197 $ 54 $ 32,155 $ 89,708 $ ( 36,877 ) $ 20,599 $ 106,051

Net (loss) income — — — — — — ( 49,135 ) 828 ( 48,307 )

Issuance of class A to employees, officers and directors, net of withholdings ( 34,403 ) — — — — 22 — — 22

Conversion of preferred series A shares 20,733,869 207 — — — 29,397 — — 29,604

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

Preferred stock dividends — — — — — — ( 128 ) — ( 128 )

BALANCE, JUNE 30, 2024 41,278,034 $ 413 5,413,197 $ 54 $ — $ 89,997 $ ( 76,811 ) $ 18,457 $ 32,110

Net loss — — — — — 54,287 639 54,926

Issuance of class A to employees, officers and directors, net of withholdings ( 51,487 ) — — — ( 29 ) — — ( 29 )

BALANCE, SEPTEMBER 30, 2024 41,226,547 $ 413 5,413,197 $ 54 $ — $ 89,968 $ ( 22,524 ) $ 19,096 $ 87,007

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

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

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated net (loss) income $ ( 33,887 ) $ 2,942

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

Consolidated net loss $ ( 9,368 ) $ ( 8,606 )

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

Depreciation and amortization 1,676 1,769

Amortization of deferred financing costs, including original issue discount 570 166

Accretion of Preferred Series B Shares and Second Lien Term Loan 1,762 824

Noncash change in warrant shares 5,923 ( 34,412 )

Amortization of debt discount 207 152

Amortization of fair value debt adjustments 738 539

Noncash interest expense 1,498 1,414

Noncash lease expense 599 740

Allowance for credit losses 2,027 114

Noncash Gain on remeasurement of lease ( 1,614 ) —

Provision for bad debts ( 414 ) ( 207 )

Provision for deferred income taxes 227 280

Stock compensation expense 77 627

Loss on equity method investment 255 —

Other noncash items 761 179

6 unchanged sentences

Operating lease liabilities ( 436 ) ( 445 )

Income taxes 2,826 ( 37 )

Other liabilities ( 665 ) ( 4,556 )

Net cash provided by (used in) operating activities 1,938 ( 30,731 )

Net cash (used in) provided by operating activities ( 2,035 ) 2,057

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment ( 124 ) ( 55 )

Purchases of internally-created software — ( 146 )

Cash paid in acquisitions, net of cash acquired — ( 6,847 )

Other investing — 100

Net cash used in investing activities ( 282 ) ( 7,607 )

Investment in equity method investment ( 255 ) —

Proceeds from the sale of property and equipment 551 —

Net cash provided by (used in) investing activities 172 ( 55 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term debt — 43,800

Payments for debt-related costs — ( 1,868 )

Proceeds from issuance of class A common stock — 8

Repurchases of class A common stock — ( 7 )

Finance lease principal payments ( 133 ) ( 111 )

Settlement of tax withholding obligations — ( 65 )

Net cash (used in) provided by financing activities ( 364 ) 41,421

Net cash used in financing activities ( 133 ) ( 168 )

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 1,996 ) 1,834

2 unchanged sentences

End of period $ 5,099 $ 8,767

Cash, cash equivalents and restricted cash at end of period $ 8,225 $ 10,154

SUPPLEMENTAL DISCLOSURES:

3 unchanged sentences

Capital expenditures received in exchange for liabilities included in deferred revenue $ 193 $ 123

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

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

MEDIACO HOLDING INC.

3 unchanged sentences

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 an 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 of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”).

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

Our broadcasting 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 4 — Business Combinations in our condensed 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, its subsidiaries and the Estrella VIE (as defined below), collectively.

Our portfolio includes a national network, as well as digital, and commercial operations.

Our broadcasting assets consist of thirteen radio stations, including two located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area and primarily target Black, Hispanic, and multi-cultural consumers.

The remaining eleven radio stations serve Los Angeles, CA, Houston, TX, and Dallas, TX.

Our assets also include nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.

Our portfolio includes the Estrella brands including the EstrellaTV network, its linear and digital video content business, and its digital channels, including eight free ad-supported television (“FAST”) channels:

EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales.

We derive our revenues primarily from radio, television and digital advertising sales, and 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.

Basis of Presentation and Consolidation

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

The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with 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.

The Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) were a VIE in which the Company held a controlling financial interest pursuant to the requirements stated in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B.

The Company determined that since the major factors in the economic performance of the Estrella VIE were 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 was 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 condensed 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 (the “Class A common stock”), upon the exercise of a warrant issued in connection with the Company’s acquisition of certain assets of Estrella and its subsidiaries, and (ii) 7,051,538 shares of MediaCo Class A Common Stock, par value $ 0.01 per share, upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc.

to sell to such subsidiary, equity interests of certain broadcast assets (the “Put Right”).

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 5, 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.

Emerging Growth Company

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

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

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

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

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

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.

Accordingly, they do not include all disclosures required for annual financial statements.

In the opinion of management, all adjustments necessary for a fair presentation, consisting of normal recurring adjustments, have been included.

All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts in the prior years’ condensed consolidated financial statements have been reclassified to conform to the current year presentation.

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

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“fiscal year 2024”) filed with the SEC on April 15, 2025.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements.

The significant accounting policies applied in preparing these condensed consolidated financial statements are consistent with those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“fiscal year 2025”), filed with the SEC on March 31, 2026, except as otherwise disclosed herein.

There have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2026.

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.

Restricted cash of $ 2.0 million as of September 30, 2025 and December 31, 2024 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $ 0.0 million as of September 30, 2025 and $ 0.5 million as of December 31, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets.

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 5 — Intangible Assets and Goodwill for additional information).

The Company’s Warrant Shares (as defined in Note 4 — Business Combinations) were recorded at fair value and measured using Level 2 inputs during the three and nine months ended September 30, 2025 (see Note 8 — Long-Term Debt, Warrants, and Series B Preferred Stock for additional information).

The warrants were exercised as of September 5, 2025, at which time they were reclassified to permanent equity at fair value on the exercise date.

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 5 — 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 5 — Intangible Assets and Goodwill 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.

As a result of the Estrella Acquisition, the Company recorded $ 28.3 million of goodwill, which accounts for all goodwill on the condensed consolidated balance sheet as of September 30, 2025, and of which $ 8.4 million is allocated to our Video Segment and $ 19.9 million is allocated to our Audio Segment.

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

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

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

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

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

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

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

There have been no indicators of impairment during the nine months ended September 30, 2025 and the Company will perform our annual impairment assessment during the fourth quarter of 2025.

Intangible Assets

Indefinite-lived Intangibles

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

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.

There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 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 are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company’s future cash flows.

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.

Restricted cash of $ 2.0 million as of March 31, 2026 and December 31, 2025 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039.

The Company may be eligible to reduce the required security deposit in future periods upon satisfaction of certain conditions under the lease.

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 three and nine months ended September 30, 2025 and 2024 was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The activity in the allowance for credit losses for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended March 31,

Beginning Balance $ 1,671 $ 1,079

Additions Related to Estrella Acquisition — 87 — 583

Change in Provision ( 414 ) ( 207 )

1 unchanged sentence

Ending Balance $ 1,222 $ 872

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.

Fair Value Measurements

The Company’s fair value hierarchy classification of financial instruments measured at fair value on a recurring basis has not changed during the three months ended March 31, 2026.

The carrying value of the Company’s long-term debt approximates fair value due to its variable interest rate structure.

The Company did not have any material transfers between Levels 1, 2, or 3 of the fair value hierarchy during the period.

Goodwill and Indefinite-lived Intangibles

The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment.

No impairment charges were recorded during the three months ended March 31, 2026 and 2025.

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 for the three and nine months ended September 30, 2025 was $ 0.2 million and $ 0.8 million, respectively, which is included in operating expenses.

Amortization expense for both the three and nine months ended September 30, 2024 was zero .

Amortization expense for the three months ended March 31, 2026 and 2025 was $ 0.2 million and zero , respectively, which is included in operating expenses.

Advertising Costs

Advertising costs are expensed when incurred.

Advertising expenses were $ 0.2 million and $ 0.5 million in each of the three and nine months ended September 30, 2025, respectively, and $ 0.5 million and $ 1.0 million in each of the three and nine months ended September 30, 2024, respectively.

Advertising expenses were $ 0.3 million and $ 0.1 million as of March 31, 2026 and 2025, respectively.

Deferred Revenue and Barter Transactions

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

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 September 30, 2025 and December 31, 2024, the makegood liability assumed in the Estrella Acquisition, which is associated with these network sales and contracts, was $ 8.7 million and $ 9.2 million, respectively, and is expected to be recognized at any time but likely not to exceed four 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 revenue, barter revenue and barter expense transactions for the three and nine months ended September 30, 2025 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Deferred revenue includes makegood liabilities associated with network sales contracts and deferred barter transactions.

As of March 31, 2026 and December 31, 2025, the makegood liability balance was $ 6.3 million and $ 7.7 million, respectively.

The makegood liability is expected to be recognized over various periods not anticipated to exceed four years .

The makegood liability account activity as of March 31, 2026 and 2025, and the barter revenue and barter expense transactions for the three months ended March 31, 2026 and 2025 are as follows:

March 31, 2026 March 31, 2025

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

Makegood Revenue Recognized 1,432 542

New Makegood Obligations 32 729

Ending Makegood Liability Balance $ 6,251 $ 9,408

Three Months Ended

Barter Revenue $ 486 $ 439

Barter Expenses $ 486 $ 407

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.

Variable Interest Entities

Prior to May 1, 2025, the Company consolidated certain entities as a variable interest entity (“VIE”).

Following shareholder approval on March 6, 2025, of the issuance of Class A common stock in connection with the exercise of a warrant and a Put Right, the Put Right was exercised on May 1, 2025, pursuant to which the Company acquired 100 % of the equity interests of Estrella and certain subsidiaries in exchange for 7,051,538 shares of Class A common stock.

As a result, Estrella became a wholly owned subsidiary and is no longer considered a VIE.

Accordingly, the Company did not consolidate any VIEs subsequent to May 1, 2025.

The preparation of condensed 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.

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Actual results could differ materially from these estimates.

Recent Accounting Pronouncements Implemented

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

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

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

The Company adopted this guidance for annual disclosures for the year ended December 31, 2024 and interim disclosures for the second quarter of 2025.

As a result, we have enhanced our segment disclosures.

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

Going Concern

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

As of March 31, 2026, the Company has near-term debt maturities, a working capital deficit, and liquidity constraints.

Management evaluated these conditions in accordance with applicable accounting guidance and determined that, absent the successful execution of its plans, substantial doubt exists 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, 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 condensed 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.

Recent Accounting Pronouncements Not Yet Implemented

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

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

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

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

This ASU is effective for annual reporting periods beginning after December 15, 2024.

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

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Revision of Q2 2025 Financial Statements

During the third quarter of 2025, the Company determined that its Warrant Shares, originally issued in 2024 and valued at $ 32.2 million as of June 30, 2025, should have been presented as a liability rather than as permanent equity.

Due to the liability classification, there was also a $ 1.4 million mark to market adjustment that should have been recorded in Change in fair value of warrant shares liability in the condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2025.

As a result, the accompanying unaudited condensed consolidated statement of changes in equity for the three-months ended June 30, 2025, have been restated to reflect this liability presentation of the Warrant Shares, that resulted in a $ 30.7 million decrease in equity.

In accordance with SAB No.

99, Topic 1.M, Materiality, SAB No.

99, Topic 1.N, Considering the Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements, and ASC 250, Accounting Changes and Error Corrections , the Company assessed the materiality of this misstatement to its previously issued consolidated financial statements.

Based upon the Company’s evaluation of both quantitative and qualitative factors, the Company concluded this misstatement was immaterial to the Company’s previously issued condensed consolidated financial statements as of and for the periods ended June 30, 2025.

The Company will restate the comparative prior periods included in condensed consolidated financial statements in future filings.

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

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 our Class A common stock.

Warrant Shares (as defined in Note 4 — Business Combinations) 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 income (loss) from operations.

For periods with a 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 loss per share attributable to Class A and Class B common shareholders:

Basic and diluted net loss per share is computed using the two-class method, which allocates earnings to each class of common stock and participating securities based on their respective rights to receive dividends and undistributed earnings.

Certain warrants to purchase Class A common stock are considered participating securities because they have the right to participate in distributions with common shareholders on an as-exercised basis.

During periods of net loss, participating securities are not allocated losses as they are not contractually obligated to share in such losses.

The Company has elected to allocate earnings based on loss from operations.

For periods in which the Company reports a net loss, all potentially dilutive securities are anti-dilutive.

Accordingly, basic and diluted weighted-average shares outstanding are the same for the periods presented.

The following table presents a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net (loss) income $ ( 17,891 ) $ 54,926 $ ( 33,887 ) $ 2,942

Net income attributable to noncontrolling interests — ( 639 ) ( 475 ) ( 1,467 )

Preferred stock dividends — — — ( 851 )

Net (loss) income available to common shareholders ( 17,891 ) 54,287 ( 34,362 ) 624

Net (loss) income attributable to common shareholders for basic earnings per share ( 17,891 ) 54,287 ( 34,362 ) 624

Interest expense related to convertible Emmis promissory note (1)

Net income attributable to noncontrolling interests $ — $ 639 $ — $ —

Net (loss) income attributable to common shareholders for diluted earnings per share $ ( 17,891 ) $ 55,178 $ ( 34,362 ) $ 624

Weighted-average shares of common stock outstanding:

81,724 74,271 78,627 54,939

Dilutive items:

Convertible Emmis promissory note — 2,305 — —

Option agreement shares — 7,052 — —

Restricted stock awards — 549 — 607

Weighted-average shares of common stock outstanding — diluted 81,724 84,177 78,627 55,546

Net loss $ ( 9,368 ) $ ( 8,606 )

Net loss attributable to noncontrolling interests — ( 197 )

Net loss attributable to common shareholders for basic and diluted earnings per share $ ( 9,368 ) $ ( 8,803 )

Weighted-average shares of common stock outstanding - basic and diluted 81,672 74,452

Earnings per share of common stock attributable to common shareholders:

Net (loss) income per share attributable to common shareholders - basic:

$ ( 0.22 ) $ 0.73 $ ( 0.44 ) $ 0.01

Net (loss) income per share attributable to common shareholders - diluted:

$ ( 0.22 ) $ 0.66 $ ( 0.44 ) $ 0.01

(1) The dilutive effect of the convertible Emmis promissory note was determined using the if-converted method, in accordance with which the note is assumed to be converted into common stock at the beginning of the reporting period.

Interest expense, net of any income tax effects, is added back to the numerator of the calculation.

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

Net loss per share attributable to common shareholders - basic and diluted $ ( 0.11 ) $ ( 0.12 )

The following items were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

Convertible Emmis promissory note — — — 9,727

Option agreement shares — 7,052

Series A convertible preferred stock — — — 16,350

Restricted stock awards 53 426

Total anti-dilutive shares 53 7,478

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 our Class A common stock (the “Warrant Shares”);

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”);

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).

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 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.

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

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

The Voting and Support Agreement automatically terminated on March 6, 2025 when the Proposal was approved.

In connection with the Estrella Acquisition, MediaCo issued the Warrant.

See Note 8 — Long-Term Debt, Warrants, and Series B Preferred Stock for further discussion.

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 8 — 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 its fair value of $ 26.5 million.

See Note 8 — 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 8 — 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.

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.

Purchase Price Allocation

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

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

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

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, the Company 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.

The accounting for the Estrella Acquisition was completed as of 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:

Series B Preferred Stock (2)

Second Lien Term Loan (2)

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.

Valuation and Allocation as of April 17, 2024

Cash and cash equivalents 12,484

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

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)

Net assets acquired 154,523

(1) Fair value of noncontrolling interests based on 7,051,538 shares of Class A common stock exercisable pursuant to the 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 15 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.

Variable Interest Entity

As discussed in Note 1 — Summary of Significant Accounting Policies, the Company determined that the Estrella entities holding the Estrella Broadcast Assets represented a VIE in which the Company held a controlling financial interest, as MediaCo was the primary beneficiary of the VIE.

Estrella VIE’s assets could have been used only to settle obligations of the Estrella VIE until May 1, 2025 when 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.

The carrying amounts of the VIE’s consolidated assets and liabilities included in the condensed consolidated balance sheet are as follows:

CURRENT ASSETS:

Cash and cash equivalents $ 159

Accounts receivable, net of allowance for doubtful accounts of $ 42

Prepaid expenses and other current assets 379

Total current assets 3,396

PROPERTY AND EQUIPMENT, NET 10,298

OTHER INTANGIBLE ASSETS, NET 102,698

OPERATING LEASE RIGHT OF USE ASSETS 3,171

DEPOSITS AND OTHER 579

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 through the date the Put Right was exercised and are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net revenues $ — $ 3,447 $ 2,654 $ 6,621

Operating income — 637 474 1,464

Net income — 639 475 1,467

Unaudited Pro Forma Financial Information

The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the three and nine months ended September 30, 2024, as if the acquisition had occurred on January 1, 2024:

Three Months Ended September 30,

(unaudited) Nine Months Ended September 30,

Net revenues $ 29,859 $ 84,508

Net income (loss) before income taxes 59,858 ( 10,132 )

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, 2024, 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.

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 net loss income taxes.

INVESTMENT IN UNCONSOLIDATED AFFILIATES

On January 1, 2026, the Company acquired an investment in Sigma (“Investee”), a limited liability company operating an audio advertising and media network.

The Company accounts for the investment under the equity method of accounting as it does not control the Investee.

Under the Investee’s operating agreement, eMedia serves as manager and controls the significant operating activities of the Investee.

Pursuant to the operating agreement, the Company is committed to fund up to $ 1.0 million of the Investee’s operating needs during the initial funding period.

Contributions are accounted for as capital contributions and included in the carrying value of the investment.

As of March 31, 2026, the Company has contributed $ 0.3 million to the Investee.

The Company has remaining funding commitments of $ 0.7 million, under the agreement.

Under the operating agreement, the Company is allocated 100 % of the Investee’s profits and losses until recovery of its initial capital contributions, after which profits and losses are allocated 60 % to the Company and 40 % to eMedia.

During the three months ended March 31, 2026, the Company recognized losses of $ 0.3 million which is included in equity loss in investments in the condensed consolidated statements of operations.

This has reduced the investment in the Investee balance to zero as of March 31, 2026.

No cash distributions were received during the period.

Summarized financial information for equity method investees has not been presented as such information is not material to the Company’s condensed consolidated financial statements.

INTANGIBLE ASSETS AND GOODWILL

As of September 30, 2025 and December 31, 2024, intangible assets and goodwill consisted of the following:

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, intangible assets and goodwill consisted of the following:

March 31, 2026 December 31, 2025

Goodwill $ 8,403 $ 8,403

Indefinite-lived intangible assets:

FCC licenses $ 162,800 $ 162,800

Goodwill 28,338 28,338

Definite-lived intangible assets:

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Definite-lived intangibles

The following table presents the weighted-average useful life at September 30, 2025, and the gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

The following table presents the weighted-average useful life at March 31, 2026, and the gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

Weighted Average Remaining Useful Life

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

Total amortization expense from definite-lived intangible assets for each of the three and nine months ended September 30, 2025 and 2024 and included in the depreciation and amortization line item in the condensed consolidated statements of operations was as follows:

Total amortization expense from definite-lived intangible assets for each of the three months ended March 31, 2026 and 2025 and included in the depreciation and amortization line item in the condensed consolidated statements of operations was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Amortization expense $ 720 $ 832

The Company estimates amortization expense for each of the next five years as follows:

Year ending December 31, Amortization Expense

2025 (from October 1) $ 720

Amortization Expense

2026 (from April 1) $ 1,759

After 2030 2,353

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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 September 30, 2025.

All program rights payables are included in accounts payable and accrued expenses as of September 30, 2025.

Amortization expense for the three and nine months ended September 30, 2025, was $ 0.2 million and $ 0.8 million, respectively, which is included in operating expenses.

Amortization expense for the three and nine months ended September 30, 2024, was $ 0.9 million and $ 1.7 million, respectively.

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

The Company did not have any long-term program rights liabilities as of March 31, 2026 and December 31, 2025.

All program rights payables are included in other current liabilities as of March 31, 2026 and December 31, 2025.

Amortization expense for the three months ended March 31, 2026 and 2025, was $ 0.3 million and $ 0.4 million, respectively, which is included in operating expenses.

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

No impairment was recorded during the periods presented.

The Company estimates amortization expense for each of the next five years as follows:

Year ending December 31, Amortization Expense

2025 (from October 1) $ 215

Thereafter $ 7

The Company estimates amortization expense as follows:

Amortization Expense

2026 (from April 1) $ 362

Sublicense Agreement

6 unchanged sentences

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

Promotional airtime expenses were $ 0.3 million, license fees expensed were $ 0.6 million and production costs expensed were $ 0.2 million for the three and nine months ended September 30, 2025.

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

2025 (from October 1) $ 284

Total remaining future license commitments $ 6,584

There were no promotional airtime expenses, license fees expensed were $ 0.7 million and production costs expensed were $ 0.2 million for the three months ended March 31, 2026.

The Company generates revenue from the sale of services including, but not limited to:

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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.

Certain network sales contracts include a guaranteed number of units.

If the guarantee is not met, the Company is obligated to provide additional units at no charge until the guaranteed number of units 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 September 30, 2025, the makegood liability which is associated with these network sales and contracts was $ 8.7 million and is expected to be recognized at any time but likely not to exceed four years and is included in Deferred revenue in the condensed consolidated financial statements.

As of March 31, 2026, the makegood liability which is associated with these network sales and contracts was $ 6.3 million and is expected to be recognized at various times, but not anticipated to exceed four years and is included in Deferred revenue in the condensed consolidated financial statements.

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

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The following table presents the Company's revenues disaggregated by revenue source:

Three Months Ended September 30, 2025

Audio Video Consolidated

Net revenues:

Spot Radio & TV Advertising $ 10,599 $ 5,179 $ 15,778

Digital 1,127 16,297 17,424

Syndication 664 — 664

Events and Sponsorships 234 29 263

Other 926 343 1,269

Total net revenues $ 13,550 $ 21,848 $ 35,398

Three Months Ended September 30, 2024

Audio Video Consolidated

Net revenues:

Spot Radio & TV Advertising $ 12,246 $ 7,391 $ 19,637

Digital 899 4,881 5,780

Syndication 640 166 806

Events and Sponsorships 798 91 889

Other 2,168 579 2,747

Total net revenues $ 16,751 $ 13,108 $ 29,859

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Audio Video Consolidated

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Total net revenues $ 9,763 $ 21,623 $ 31,386

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Audio Video Consolidated

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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 September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

Long-term debt, and Series B Preferred Stock was comprised of the following at March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

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

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Total long-term debt $ 64,114 $ 63,284

Warrant Shares $ — $ 32,155

Series B Preferred Stock $ 42,903 $ 41,320

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 a $ 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 Company has a first lien term loan credit facility (the “First Lien Credit Agreement”) of $ 45.0 million with WhiteHawk Capital Partners, LP, as administrative and collateral agent, and various lenders from time-to-time party thereto.

The term loans under the First Lien Credit Agreement bear interest at a rate of SOFR + 6.00 %.and require monthly interest payments.

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 September 30, 2025, there are no available borrowings on the Delayed Draw Term Loans.

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 loans (the “Additional Delayed Draw Term Loans”), subject to compliance with certain debt covenants, 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 September 30, 2025, there are no available borrowings on the Additional Delayed Draw Term Loans and no amounts have been drawn.

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

Loans under the First Lien Credit Agreement are subject to monthly interest payments at a rate of SOFR + 6.00 %.

Subsequent to the quarter, the Company obtained a support letter indicating the intention and the ability to provide a source of funding to enable the Company to meet its obligations as they become due under the delayed draw term loans with WhiteHawk Capital Partners, LP through at least one year and a day beyond November 30, 2025.

The Initial Term Loan matures on April 17, 2029.

During the first quarter of 2026, the Company obtained an amendment that extended the maturity of its First Lien Credit Agreement debt previously due in May 2026 to July 30, 2026 and waived certain covenant requirements.

As of March 31, 2026, the Company was in compliance with all applicable financial covenants.

Second Lien Term Loan

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

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

This amount will be accreted up to the principal balance over the term of the loan and is included in Interest expense, net in the condensed consolidated financial statements.

The Company has 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 various financial institutions from time-to-time party thereto.

The Second Lien Credit Agreement was initially recorded at a discount and is accreted to its redemption value over its term, with such accretion recognized in Interest expense, net in the condensed consolidated financial statements.

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

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

During the first quarter of 2026, the Company entered into an amendment to its Second Lien Credit Agreement that waived certain covenant requirements.

As of March 31, 2026, the Company was in compliance with all applicable financial covenants.

Series B Preferred Stock

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

The accretion amount is included in Interest expense, net in the condensed consolidated financial statements.

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 matter 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.

The Company has 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $ 60.0 million.

The Series B Preferred Stock was initially recorded at a discount and is accreted to its redemption value over its term, with such accretion recognized in Interest expense, net in the condensed consolidated financial statements.

The Series B Preferred Stock was issued in April 2024 and accrues dividends at an annual rate of 6.00 % of its liquidation value, payable in kind, and is mandatorily redeemable after seven years from issuance in April 2031.

The Series B Preferred Stock is not convertible into other equity securities and is classified as a long-term liability.

The Series B Preferred Stock ranks senior to the Company’s common stock and restricts the Company’s ability to make certain distributions to junior or pari passu equity holders.

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 Nasdaq, unless and until shareholder approval.

As such, all Warrant Shares were classified as a liability as of December 31, 2024 at their fair value based on the closing price of Class A common stock unless and until shareholder approval was obtained.

Such approval was obtained on March 6, 2025.

See Note 4 - 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 .

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

The Company issued a warrant to purchase up to 28,206,152 shares of Class A common stock, at an exercise price per share of $ 0.00001 .

The warrant provided the holder with the right to participate in distributions on an as-exercised basis.

Shareholder approval required for full exercise of the warrant was obtained on March 6, 2025.

Based on amounts outstanding at September 30, 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

Remainder of 2025 (from October 1) $ — $ — $ — $ —

2026 10,000 — — 10,000

Based on amounts outstanding at March 31, 2026, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below:

Year ended First Lien Term Loans Second Lien Term Loan Series B Preferred Stock Total Payments

Remainder of 2026 (from April 1) $ 10,000 $ — $ — $ 10,000

2027 2,625 2,250 — 4,875

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2029 28,875 24,750 — 53,625

After 2029 — — 60,000 60,000

Thereafter — — 60,000 60,000

Total $ 45,000 $ 30,000 $ 60,000 $ 135,000

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These include guarantees, indemnifications, and other arrangements that could require the Company to make payments to third parties under certain circumstances.

The Company has $ 6.6 million in off-balance sheet arrangements (see Note 5 — Programming Rights for additional information).

As of September 30, 2025, management has evaluated all known contingent matters and believes that any potential losses that may arise from such arrangements are not probable or are not reasonably estimable.

As of March 31, 2026, management has evaluated all known contingent matters and believes that any potential losses that may arise from such arrangements are not probable or are not reasonably estimable.

Accordingly, no liability has been recorded in the accompanying financial statements.

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

The effective tax rate for the three months ended September 30, 2025 and 2024 was ( 2 )% and 1 %, respectively.

The effective tax rate for the nine months ended September 30, 2025 and 2024 was ( 3 )% and 17 %, respectively.

Our effective tax rate for the three and nine months ended September 30, 2025 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

The effective tax rate for the three months ended March 31, 2026 and 2025 was ( 17 )% and ( 3 )%, respectively.

Our effective tax rate for the three months ended March 31, 2026 differs from the statutory tax rate primarily due to the recording of additional interest and penalties on an uncertain tax position as well as the continued recognition of additional valuation allowance.

ASC Subtopic 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return.

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

In 2023, we recorded approximately $ 390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed.

As of March 31, 2026 and December 31, 2025, we recorded approximately $ 7.7 million of gross tax liability for uncertain tax positions related to federal and state income tax returns filed.

Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision.

As of September 30, 2025, the amount of interest accrued was approximately $ 91 thousand, which did not include the federal tax benefit of interest deductions.

The Company is reviewing a tax matter that could affect the characterization or timing of certain tax items.

Although the evaluation is not yet complete, management does not believe that the matter requires recognition of a liability or adjustment to the current tax provision.

The Company will reassess the matter as additional information is available.

As of March 31, 2026 and December 31, 2025, the amount of interest accrued was approximately $ 0.4 million and $ 0.2 million, respectively, and the amount of penalties accrued was approximately $ 1.4 million and $ 0.5 million, respectively, which did not include the federal tax benefit of interest deductions.

We have operating leases for office space and tower space expiring at various dates through December 2047 and finance leases for broadcast tower space expiring in March 2029.

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Operating leases are included in lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets.

Finance leases are included in lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in our condensed consolidated balance sheets.

Finance leases are included in deposits and other, other current liabilities, and other noncurrent liabilities in our condensed consolidated balance sheet.

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 12 months or less.

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We elected this policy for all classes of underlying assets.

Short-term lease expense recognized during both the three months ended June 30, 2025 and 2024 was not material.

Short-term lease expense recognized during both the three months ended March 31, 2026 and 2025 was not material.

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

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

As a result of the remeasurement, both the lease liability and the ROU asset decreased;

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

During the period, the Company remeasured and modified its lease, which resulted in a reduction of lease liabilities of $ 7.0 million, including a $ 1.0 million reduction in current lease liabilities and a $ 6.0 million reduction in non-current lease liabilities, and a reduction of the ROU asset of $ 5.4 million.

As a result, the Company recognized a remeasurement gain of $ 1.6 million, representing the excess of the reduction in the lease liability over the reduction in the ROU asset.

This gain is included in other income in the Company’s condensed consolidated statements of operations.

The impact of operating leases to our condensed consolidated financial statements was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease cost $ 1,724 $ 2,039

Operating cash flows from operating leases $ 1,554 $ 1,714

Right-of-use assets obtained in exchange for additional operating lease liabilities from lease modification — — 457 —

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted average remaining lease term - operating leases (in years) 11.6 12.1

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Finance lease cost $ 133 $ 230

Cash flows from finance leases $ 194 $ 187

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted average remaining lease term - finance leases (in years) 3.0 3.2

Weighted average discount rate - finance leases 11.3 % 11.3 %

As of September 30, 2025, the annual minimum lease payments of our operating and finance lease liabilities were as follows:

Year ending December 31,

As of March 31, 2026, the annual minimum lease payments of our operating and finance lease liabilities were as follows:

Operating Leases Finance Leases

2025 (from October 1)

$ 1,762 $ 194

2026 (from April 1)

$ 4,591 $ 605

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2029 5,469 218

After 2029 56,849 —

Thereafter 38,194 —

Total lease payments 65,400 2,518

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RELATED PARTY TRANSACTIONS

Estrella Put Right

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.

See Note 1 — Summary of Significant Accounting Policies.

Transaction Agreement with Emmis and SG Broadcasting

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

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

Convertible Promissory Note

As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount 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, 2023 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 $ 0.3 million and $ 0.7 million related to the Emmis Convertible Promissory Note for the three and nine months ended September 30, 2024.

Convertible Preferred Stock

On December 13, 2019, in connection with the sale of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of Series A 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 Class A common stock.

Prior to being converted, the Series A preferred stock ranked senior in preference to the Class A common stock, Class B common stock, and the MediaCo Class C common stock, par value $ 0.01 per share.

Pursuant to the Articles of Amendment that established the terms of the Series A preferred stock, issued and outstanding shares of 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, 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 preferred stock held by SG Broadcasting were $ 0.0 million and $ 0.9 million for the three and nine months ended September 30, 2024.

Estrella Put Right and Equity Clawback

In connection with the Company’s acquisition of Estrella, the Company entered into agreements with HPS, that contain equity clawback provisions.

Under these provisions, the Company may require the return or forfeiture of equity interests under specified circumstances.

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.

At March 31, 2026 as a result of the increase in the uncertain tax position and corresponding interest and penalties, the Company reduced equity by an additional $ 1.1 million pursuant to the equity clawback feature.

At March 31, 2026 and December 31, 2025, $ 9.0 million and $ 7.9 million, respectively, of equity interests were subject to clawback, while no debt instruments have been subject to clawback.

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.

The Company entered into a $ 30.0 million Second Lien Credit Agreement with 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 $ 0.9 million and $ 2.5 million for the three and nine months ended September 30, 2025, respectively, and $ 0.9 million and $ 1.6 million for the three and nine months ended September 30, 2024, respectively.

The outstanding balance owed to HPS as of September 30, 2025, was $ 29.8 million, inclusive of PIK interest accreted to principal.

Interest expense recognized on the 2L Term Loan, including both cash and PIK interest, totaled approximately $ 0.8 million for the three months ended March 31, 2026 and 2025.

The outstanding balance owed to HPS as of March 31, 2026, was $ 31.1 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 three and nine months ended September 30, 2024, zero and $ 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”) a wholly owned subsidiary of Standard General, entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”).

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

For the three and nine months ended September 30, 2025, $ 0.2 million and $ 0.5 million of fees were incurred related to this agreement and $ 0.5 million was unpaid for both the three and nine months ended September 30, 2025.

For the three months ended March 31, 2026 and 2025, $ 0.2 million of fees were incurred related to this agreement.

As of March 31, 2026 and December 31, 2025, the outstanding unpaid balances were 0.2 million and $ 0.7 million, respectively.

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.

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

For the three and nine months ended September 30, 2025, $ 1.2 million and $ 1.8 million of fees were earned related to this agreement and is recorded in other income on the condensed consolidated statements of operations.

$ 1.8 million of these fees were still owed to the Company as of September 30, 2025.

For the three months ended March 31, 2026 and 2025, $ 2.4 million and zero fees were earned related to this agreement and is recorded in other income on the condensed consolidated statements of operations.

$ 1.8 million and $ 0.8 million fees were still owed to the Company as of March 31, 2026 and December 31, 2025.

SEGMENT INFORMATION

The Company revised its segment information as of December 31, 2024 to reflect the adoption of ASU 2023-07 and certain changes resulting from our periodic review of factors relevant to how the chief operating decision maker (“CODM”) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting .

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

The Company’s CODM is the Chief Executive Officer.

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

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

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

We currently manage our operations through two business segments:

(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 Company’s Audio Segment includes both MediaCo’s and Estrella’s radio stations serving the New York City, NY, Los Angeles, CA, Houston, TX, and Dallas, TX demographic market areas that primarily target 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.

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

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

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

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

Three Months Ended September 30, 2025 Audio Video Corporate and other (1)

Net revenues $ 13,550 $ 21,848 $ — $ 35,398

Operating expenses 14,469 24,995 — 39,464

Depreciation and amortization 879 805 — 1,684

Other segment items (2)

2 ( 2 ) 1,341 1,341

Operating loss $ ( 1,800 ) $ ( 3,950 ) $ ( 1,341 ) $ ( 7,091 )

Three Months Ended September 30, 2024 Audio Video Corporate and other (1)

Net revenues $ 16,751 $ 13,108 $ — $ 29,859

Operating expenses 16,091 16,581 — 32,672

Depreciation and amortization 482 1,259 — 1,741

Other segment items (2)

— — 2,319 2,319

Operating income (loss) $ 178 $ ( 4,732 ) $ ( 2,319 ) $ ( 6,873 )

Nine Months Ended September 30, 2025 Audio Video Corporate and other (1)

Three Months Ended March 31, 2026 Audio Video Consolidated

Net revenues $ 9,763 $ 21,623 $ 31,386

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881 ( 129 ) 752

Operating loss $ ( 2,654 ) $ ( 11,417 ) $ ( 4,488 ) $ ( 18,559 )

Nine Months Ended September 30, 2024 Audio Video Corporate and other (1)

Segment operating loss $ ( 4,784 ) $ ( 1,080 ) $ ( 5,864 )

Corporate and other (1)

Interest expense, net 3,940

Other income ( 3,679 )

Loss before equity method investments and income taxes $ ( 7,791 )

Three Months Ended March 31, 2025 Audio Video Consolidated

Net revenues $ 13,692 $ 14,338 $ 28,030

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Other segment items (2)

5 — 9,154 9,159

Operating loss $ ( 2,185 ) $ ( 12,327 ) $ ( 9,154 ) $ ( 23,666 )

Segment operating income (loss) $ 695 $ ( 3,785 ) $ ( 3,090 )

Corporate and other (1)

Interest expense, net 3,754

Other income ( 111 )

Loss before income taxes $ ( 8,326 )

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

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(2) Audio’s other segment items consist of loss on disposal of assets.

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

Assets by reportable segment were as follows:

Total Assets Audio Video Corporate and other (3)

September 30, 2025 $ 174,652 $ 138,494 $ 6,245 $ 319,391

March 31, 2026 $ 148,855 $ 122,937 $ 3,109 $ 274,901

December 31, 2025 $ 169,222 $ 116,727 $ 5,109 $ 291,058

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Corporate and other assets primarily include cash and cash equivalents.

SUBSEQUENT EVENTS

On April 3, 2026, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register shares of its common stock issuable under the Company’s equity compensation plans.

The filing was made to facilitate the grant and issuance of equity-based awards, including stock options and restricted stock units, to eligible employees, directors, and consultants.

The Company believes that the availability of registered shares under the Form S-8 will support its ongoing compensation strategy and align the interests of its personnel with those of its stockholders.

There were no other material subsequent events requiring disclosure through the date these financial statements were issued.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements