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Item 1. Business

2026-04-14 compared with 2025-03-31 · 175 added, 172 removed, 746 unchanged (32% of the section changed)

We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives.

As of February 28, 2025, we owned eighty-two FM, thirty-one AM radio stations and seventy-nine metro signals serving twenty-eight markets.

We are a media company whose business provides radio, digital, e-commerce, on-line news and non-traditional revenue initiatives.

We provide services to national, regional and local advertisers to help them meet their growing advertising needs.

As of February 28, 2026, we owned eighty-two FM, thirty AM radio stations and seventy-nine metro signals serving twenty-eight markets.

Our principal executive offices are located at 73 Kercheval, Grosse Pointe Farms, Michigan 48236.

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We were originally organized as a Delaware corporation in 1986.

During 2022, our founder and former Chief Executive Officer (“CEO”), Edward K.

Christian passed away.

As of the date of his passing, Mr.

Christian held approximately 65% of the combined voting power of the Company’s Common Stock.

His passing resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust that now owns approximately 14.6% of the common stock outstanding.

We were also required to make certain payments to his estate as outlined in his employment agreement.

Our strategy is to operate top billing radio stations, including harnessing opportunities complimentary to our core radio business including digital, e-commerce, online local news sites and other non-traditional revenue initiatives, in mid-sized markets, which we define as markets ranked from 20 to 200 out of the markets summarized by Investing in Radio Market Report.

Local programming and marketing are key components in our strategy to achieve top ratings in our radio operations.

Our strategy is to operate top billing radio stations in mid-sized markets while providing advertisers with integrated marketing solutions that combine the reach and audience engagement of broadcast radio with complementary digital advertising services.

We believe the trust we have established, the strong local presence, the established advertiser relationships and experienced sales organizations position us to help businesses reach consumers across multiple media channels as they search for, evaluate and select products and services.

Local programming and marketing remain key components of our ability to achieve strong audience positions in our markets.

We employ a variety of programming formats, including Classic Hits, Country, Classic Country, Hot/Soft/Urban Adult Contemporary, Oldies, Classic Rock, Active Rock, Top 40 and News/Talk, in our markets as well as various means of audience engagement to develop and secure loyal listener and advertising relationship.

In many of our markets, the three or four most highly rated radio stations receive a disproportionately high share of the market’s advertising revenues.

As a result, a station’s revenue is dependent upon its ability to maximize its number of listeners within an advertiser’s given demographic parameters.

In certain cases we use attributes other than specific market listener data for sales activities.

We also use our strong local presence and community involvement to develop strong relationships with our listeners, advertising clients and community organizations.

The radio stations that we own and/or operate employ a variety of programming formats, including Classic Hits, Country, Classic Country, Hot/Soft/Urban Adult Contemporary, Oldies, Classic Rock, Rock and News/Talk.

We regularly perform extensive market research, including music evaluations, focus groups and strategic vulnerability studies.

Our stations also employ audience promotions to further develop and secure a loyal following.

We concentrate on the development of strong decentralized local management, which is responsible for the day-to-day operations, including local community development, of the stations we own and/or operate.

We compensate local management based on the station’s financial performance, as well as other performance factors that are deemed to affect the long-term ability of the stations to serve their local communities and to achieve financial performance objectives.

Corporate management is responsible for long-range planning, establishing policies and procedures, resource allocation and monitoring the activities of the stations.

As a result, a station’s revenue continues to depend upon its ability to maximize its number of listeners within an advertiser’s targeted demographic parameters.

These audience relationships form the foundation of our radio advertising business and provide a natural extension into additional marketing services that help advertisers reach those same consumers across digital channels.

To complement our broadcast platform, we offer a range of digital advertising services that are typically integrated with radio campaigns.

These services include paid search advertising, targeted digital display advertising, streaming advertising, social media advertising, online video advertising, website-based advertising, on-line news services and other related digital marketing services.

By combining broadcast audience reach with digital targeting and measurement capabilities, we are able to provide advertisers with coordinated marketing campaigns designed to increase awareness, drive consumer engagement and support measurable marketing outcomes.

Our digital advertising services are supported by a centralized team of digital implementation specialists who work in conjunction with local market personnel to execute and optimize campaigns.

We are continuing to invest in our growing digital platform by hiring and training digital campaign managers to work alongside our local sales teams to assist with campaign implementation, performance monitoring and client reporting.

Corporate personnel are responsible for training, vendor relationships, product development and the establishment of best practices across markets.

We continue to concentrate on the development of strong decentralized local management responsible for day-to-day operations, community engagement and advertiser relationships within each of our markets.

We compensate local management based on the station’s financial performance, as well as other performance factors that are deemed to affect the long-term ability of the markets to serve their local communities and to achieve financial performance objectives.

Corporate management remains responsible for long-range planning, strategic initiatives, resource allocation and oversight of operating performance.

Under the Telecommunications Act of 1996 (the “Telecommunications Act”), we are permitted to own up to eight radio stations in a single market.

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We seek to acquire reasonably priced broadcast properties with significant growth potential that are located in markets with well-established and relatively stable economies.

We often focus on local economies supported by a strong presence of state or federal government or one or more major universities.

Future acquisitions will be subject to the availability of financing, the terms of our credit facility, and compliance with the Communications Act of 1934 (the “Communications Act”) and Federal Communications Commission (“FCC”) rules.

We often focus on local economies supported by a strong presence of state or federal government or

one or more major universities.

On September 30, 2025, the FCC released a notice for public rule making, seeking comment on whether the Local Radio Ownership Rule remains necessary to further public interest.

The FCC has also recently granted waivers to allow ownership of more radio stations in a market than the rules currently allow.

A change to ownership rules or potential waivers may allow the Company to improve its ownership position in certain strategic markets.

Advertising Sales

Our primary source of revenue is from the sale of advertising for broadcast on our stations.

Our primary source of revenue continues to be the sale of advertising to local and national businesses seeking to reach consumers in the markets we serve.

Traditionally this revenue has been generated through advertising on our broadcast radio stations;

however, we increasingly provide advertisers with integrated advertising campaigns that combine broadcast radio with complementary digital marketing services.

Depending on the format of a particular radio station, there are a predetermined number of advertisements broadcast each hour.

We determine the number of advertisements broadcast hourly that can maximize a station’s available revenue dollars without jeopardizing listening levels.

While there may be shifts from time to time in the number of advertisements broadcast during a particular time of the day, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year.

Any change in our revenue, with the exception of those instances where stations are acquired or sold, is generally the result of pricing adjustments, which are made to ensure that the station efficiently utilizes available inventory.

Advertising rates charged by radio stations are based primarily on a station’s ability to attract audiences in the demographic groups targeted by advertisers, the number of stations in the market competing for the same demographic group, the supply of and demand for radio advertising time, and other qualitative factors including rates charged by competing radio stations within a given market.

Radio rates are generally highest during morning and afternoon drive-time hours.

Most advertising contracts are short-term, generally running for only a few weeks.

This allows broadcasters the ability to modify advertising rates as dictated by changes in station ownership within a market, changes in listener ratings and changes in the business climate within a particular market.

Our digital campaigns by contrast, are complementary and are not limited by available airtime.

Advertising rates are based primarily on supply and demand for advertising time, a station’s ability to attract audiences within the demographic groups targeted by advertisers, the number of stations in the market competing for the same audience, and other qualitative factors including rates charged by competing stations within a given market.

Our integrated advertising approach allows advertisers to extend the reach of their broadcast campaigns through digital channels that target consumers during various stages of the purchasing process.

Our digital advertising services are supported by a centralized team of digital implementation specialists who work in conjunction with local market personnel to execute and optimize campaigns.

These teams oversee campaign setup, targeting, budgeting, optimization and reporting.

Creative assets used in digital campaigns will be produced by local creative specialists using a combination of traditional production techniques and automated creative tools.

Advertising campaigns that combine broadcast and digital components allow advertisers to increase awareness through radio while also engaging consumers across digital platforms where they search for information, visit websites or evaluate purchasing decisions.

Campaign performance is monitored throughout the duration of the advertising schedule and clients are typically provided periodic performance reports which may include impressions, clicks, website visits, calls generated and other indicators of campaign performance.

Approximately $102,984,000 or 91% of our gross revenue for the year ended December 31, 2025 (approximately $106,302,000 or 88% in fiscal 2024) was generated from the sale of local advertising.

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These representatives obtain advertising through national advertising agencies and receive a commission from us based on our net revenue from the advertising obtained.

Total gross revenue resulting from national advertising in fiscal 2024 was approximately $13,889,000 or 12% of our gross revenue (approximately $11,880,000 or 10% in fiscal 2023).

Total gross revenue resulting from national

advertising in fiscal 2025 was approximately $10,423,000 or 9% of our gross revenue (approximately $13,889,000 or 12% in fiscal 2024).

Gross national political revenue is included in these numbers.

Approximately $16,947,000 or 15% of our gross revenue for the year ended December 31, 2025 (approximately $14,221,000 or 12% in fiscal 2024) was generated from our digital services which include paid search advertising, targeted digital display advertising, streaming advertising, social media advertising, online video advertising, website-based advertising, on-line news services and other related digital marketing services.

Local digital gross revenue accounts for approximately 12% and 10% of gross revenue for the years ended December 31, 2025 and 2024, respectively.

National digital gross revenue accounts for approximately 3% and 2% of our gross revenue for the years ended December 31, 2025 and 2024, respectively.

Radio broadcasting is a highly competitive business.

Our stations compete for listeners and advertising revenues directly with other radio stations, as well as other media, within their markets.

Our radio stations compete for listeners primarily on the basis of program content and by employing on-air talent which appeals to a particular demographic group.

By building a strong listener base comprised of a specific demographic group in each of our markets, we are able to attract advertisers seeking to reach these listeners.

Other media, including broadcast television and/or radio (as applicable), cable television, newspapers, magazines, direct mail, the Internet, coupons and billboard advertising, also compete with us for advertising revenues.

The radio broadcasting industry is also subject to competition from new media technologies, such as the delivery of audio programming by cable and satellite television systems, satellite radio systems, direct reception from satellites, and streaming of audio on the Internet.

Our stations compete for listeners and advertising revenues directly with other radio stations and other media within their markets, on the basis of program content and by employing on-air talent which appeals to a particular demographic group.

By building a strong listener base in each of our markets, we are able to attract advertisers seeking to reach these listeners.

Advertisers today have a wide range of marketing options available to them across broadcast, digital and other media channels.

As a result, we compete not only with other radio broadcasters but also with satellite radio, streaming of audio and video on the internet, broadcast and cable television, newspapers, magazines, outdoor advertising, direct mail and a growing number of digital advertising providers.

These digital competitors include local and regional marketing agencies, national digital advertising firms and large technology platforms that provide advertising services directly to businesses.

We believe our established local market involvement and long-standing relationships with advertisers provide us with a competitive advantage in offering integrated advertising solutions that combine broadcast reach with digital targeting capabilities.

Many digital advertising providers operate primarily through automated platforms and may offer limited local market knowledge or direct client service.

By contrast, our local sales teams maintain direct relationships with advertisers and work with centralized digital specialists to deliver coordinated marketing campaigns across multiple media channels and our on-air personalities have earned credibility with consumers in our markets that we believe translate into increased marketing efficacy.

This integrated approach allows us to compete for a broader share of advertising expenditures within the markets we serve by offering advertisers a combination of broadcast audience reach and digital marketing solutions designed to extend and reinforce the effectiveness of their campaigns.

Our revenue varies throughout the year.

Advertising expenditures, our primary source of revenue, is generally lowest in the first quarter.

Further, our revenue from political ads tend to vary significantly with national, state and local election cycles.

Environmental Compliance

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We employ several high-profile personalities with large loyal audiences in their respective markets.

We have entered into employment and non-competition agreements with our President/Chief Executive Officer and with most of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives.

We have entered into employment and non-competition agreements with our President/Chief Executive Officer and with some of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives.

We are committed to hiring, developing and supporting a diverse and inclusive workplace.

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adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations;

and has the power to impose penalties for violations of its rules or the Communications Act.

and has the power to impose penalties for violations of the Communications Laws.

For additional information on the impact of FCC regulations and the introduction of new technologies on our operations, see “Forward Looking Statements” and “Risk Factors” contained elsewhere in this report.

The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies (collectively, hereinafter the “Communications Act”).

The following is a brief summary of certain provisions of the Communications Laws.

Reference should be made to the Communications Act, FCC rules (Title 47 Code of Federal Regulation, Chapter I, Subchapters A and C) and the public notices and rulings of the FCC for further information concerning the nature and extent of federal regulation of broadcast stations.

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Radio broadcasting licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC.

Under its “two-step” renewal process, the FCC must grant a renewal application if it finds that during the preceding term the licensee has served the public interest, convenience and necessity, and there have been no serious violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse.

Under its “two-step” renewal process, the FCC must grant a renewal application if it finds that during the preceding term the licensee has served the public interest, convenience and necessity, and there have been no serious violations of the Communications Laws which, taken together, would constitute a pattern of abuse.

If a renewal applicant fails to meet these standards, the FCC may either deny its application or grant the application on such terms and conditions as are appropriate, including renewal for less than the full 8-year term.

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Harrisonburg, VA

Contemporary Hits

October 1, 2027

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Adult Contemporary

Contemporary Hits

Expiration Date of

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Lafayette, IN

Contemporary Hits

August 1, 2028

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Springfield, IL

Contemporary Hits

December 1, 2028

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February 1, 2029

Springfield, MA

April 1, 2030

Springfield, IL

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§73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WISE, KPSZ, KPUG, KGMI, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime.

WBCO, WQEZ, WKFN, WHBG, WZBK and WLZX(AM) are “Class D” stations that operate daytime only or with greatly reduced power at night.

WBCO, WQEZ, WKFN, WHBG, and WZBK are “Class D” stations that operate daytime only or with greatly reduced power at night.

Ownership Matters.

The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC.

In determining whether to grant or renew a broadcast license, the FCC considers a number of factors pertaining to the licensee, including compliance with the Communications Act’s limitations on alien ownership;

compliance with various rules limiting common ownership of broadcast, cable and newspaper properties;

and the “character” and other qualifications of the licensee and those persons holding “attributable or cognizable” interests therein.

Under the Communications Act (Section 310(b)), broadcast licenses may not be granted to any corporation having more than one-fifth of its issued and outstanding capital stock owned or voted by aliens (including non-U.S.

The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without prior FCC approval.

In determining whether to grant or renew a broadcast license, the FCC considers factors including compliance with the Act’s limitations on alien ownership;

rules limiting common ownership of broadcast, cable, and newspaper properties, and the “character” and other qualifications of the licensee and those holding attributable or cognizable interests.

Under Section 310(b) of the Communications Act, broadcast licenses may not be granted to any corporation if more than one-fifth (20%) of its issued and outstanding capital stock is owned or voted by aliens (including non-U.S.

corporations), foreign governments or their representatives (collectively, “Aliens”).

The Communications Act also prohibits a corporation, without FCC waiver, from holding a broadcast license if that corporation is controlled, directly or indirectly, by another corporation in which more than 25% of the issued and outstanding capital stock is owned or voted by Aliens.

The FCC has issued interpretations of existing law under which these restrictions in modified form apply to other forms of business organizations, including partnerships.

We serve as a holding company for our various radio station subsidiaries (and as such we cannot have more than 25% of our stock owned or voted by Aliens).

The FCC has adopted rules to extend to broadcast licensees the same rules and procedures that common carrier wireless licensees use to seek approval for foreign ownership, with broadcast-specific modifications.

The rules and procedures allow a broadcast licensee to request in a petition for declaratory ruling under Title 47 U.S.C.

Section 310(b)(4):

(1) approval of up to and including 100 percent aggregate foreign ownership of its controlling U.S.

The Communications Act also prohibits – absent FCC waiver - a corporation from holding a broadcast license if it is controlled, directly or indirectly, by another corporation in which more than 25% of the issued and outstanding capital stock is owned or voted by Aliens.

These restrictions apply in modified form to other business organizations, such as partnerships.

As a holding company for our radio station subsidiaries we cannot have more than 25% of our stock owned or voted by Aliens.

The FCC has adopted rules extending to broadcast licensees the same foreign ownership review procedures used for common carrier wireless licensees, with broadcast-specific modifications.

On January 30, 2026, the FCC released a Report and Order (FCC 26-3) adopting new policies for reviewing proposals under Section 310(b)(4) that seek approval for foreign ownership exceeding 15% of an entity that owns or controls a broadcast licensee.

The FCC delegated authority to its Media Bureau to issue processing guidelines for applications filed during any remedial process.

These guidelines address:

(1) Routine applications (e.g., special temporary authority, minor modifications) that continue to be processed in the normal course;

(2) Non-routine applications (e.g., major modifications, license renewals, assignments/transfers of control) that require heightened scrutiny.

The FCC concluded that flexible guidelines, rather than rigid rules, are preferable to allow case-by-case approaches based on specific facts and circumstances.

Under the current framework, a broadcast licensee may file a petition for declaratory ruling under Title 47 U.S.C.

Section 310(b)(4) to request:

(1) approval of up to and including 100% aggregate foreign ownership of its controlling U.S.

(2) approval for a proposed, controlling foreign investor to increase its equity and/or voting interests in the U.S.

parent up to and including 100 percent at some future time without filing a new petition—this applies where the foreign investor would acquire an initial controlling interest of less than 100 percent;

(3) approval for a non-controlling foreign investor named in the petition to increase its equity and/or voting interests in the U.S.

parent at some future time, up to and including a non-controlling 49.99 percent equity and/or voting interest.

The rules require the Company to seek specific approval only of foreign individuals or entities with a greater than 5 percent ownership interest (or, in certain situations, an interest greater than 10 percent).

The rules allow broadcast licensees that have foreign ownership rulings to apply those rulings to all radio and television broadcast licenses then held or subsequently proposed to be acquired by the same licensee and its covered subsidiaries and affiliates, regardless of the broadcast service (e.g., AM, FM, or TV) or the geographic area in which the stations are located.

The methodology provides a framework for a publicly traded licensee or controlling U.S.

parent to ascertain its foreign ownership using information that is “known or reasonably should be known” to the company in the ordinary course of business.

For publicly traded licensees and U.S.

parent companies (like the Company), the rules formalize the current equitable practice of recognizing a licensee’s good faith efforts to comply with Section 310(b) where the non-compliance was due solely to circumstances beyond the licensee’s control that were not known or reasonably foreseeable to the licensee.

parent up to 100% in the future (without a new petition), even if the initial controlling interest is less than 100%;

(3) approval for a named non-controlling foreign investor to increase its equity and/or voting interests to up to 49.99% (non-controlling) in the future.

Specific approval is generally required only for foreign individuals or entities holding more than 5% ownership (or, in certain cases, more than 10%).

Once granted, a foreign ownership ruling applies to all current and future radio and television broadcast licenses held or acquired by the licensee and its covered subsidiaries and affiliates, regardless of service (AM, FM, TV) or geographic location.

For publicly traded licensees and controlling U.S.

parents (such as the Company), the rules provide a methodology to determine foreign ownership based on information that is “known or reasonably should be known” in the ordinary course of business.

They also formalize the FCC’s practice of recognizing good-faith compliance efforts when non-compliance results solely from circumstances beyond the licensee’s control that were not known or reasonably foreseeable.

Separately, on January 30, 2026, the FCC adopted an R&O (FCC 26-2), Protecting Our Communications Networks by Promoting Transparency Regarding Foreign Adversary Control .

This requires the Company to certify whether it is owned or controlled by a “foreign adversary” (defined as the People’s Republic of China, Cuba, Iran, North Korea, Russia, or Venezuela under Nicolás Maduro).

Entities certifying yes must disclose ownership interests of 10% or greater held by a foreign adversary, describe the nature of any control, and report airtime leased to a foreign adversary.

At present, no foreign adversary owns or controls the Company or leases airtime on our stations.

We are permitted to own an unlimited number of radio stations on a nationwide basis (subject to the local ownership restrictions described below).

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Total of 8 stations, not more than 5 in the same service (AM or FM).

On February 2, 2026, the FCC’s Media Bureau granted a waiver of the Local Radio Ownership Rule to permit a party owning four full-power FM stations to acquire two more full-power FM stations in a market size that would ordinarily restrict one party to four full-power (AM or FM) stations.

The FCC considers each petition seeking a waiver of the Local Radio Ownership Rule on a case-by-case basis.

The FCC is required by the Telecommunications Act of 1996 to review its media ownership rules every four years to determine whether they remain “necessary in the public interest as the result of competition.” The FCC’s 2010/2014 Quadrennial Review Order on Reconsideration , 32 FCC Rcd 9802 (2017), modified the FCC’s media ownership rules by:

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Circuit Courts of Appeal.

The cases were consolidated in Zimmer Radio of Mid-Missouri, Inc.

FCC , 145 F.4th 828 (2025) a unanimous decision vacating and remanding two aspects of the R&O relative to television broadcasting but upholding the Local Radio Ownership Rule.

On September 30, 2025, the FCC released an NPRM, (FCC 25-64), seeking comment on whether the Local Radio Ownership Rule remains necessary to further the public interest.

The FCC is also seeking comment on the Local Radio Ownership Rule's role in the audio marketplace and its impact on the public interest and whether the existing rule limiting the ability or potential of broadcast radio to deliver public interest benefits to listeners.

The Company cannot predict what action, if any, the FCC may take as a result of this NPRM.

Before completing the 2018 Quadrennial Review , on December 22, 2022, the FCC released a Public Notice (DA 22-1364) commencing the 2022 Quadrennial Review and began accepting comments and reply comments .

The Company cannot predict whatever action the courts may take with respect to the R&O or the FCC may take with respect to the 2022 Quadrennial Review .

New rules that could be promulgated under the Communications Act may permit us to own, operate, control or have a cognizable interest in additional radio broadcast stations if the FCC determines that such ownership, operation, control or cognizable interest will result in an increase in the number of radio stations in operation.

No firm date has been established for initiation of this rule-making proceeding.

New rules could restrict the Company’s ability to acquire additional radio and television stations in some markets.

On January 20, 2025, President Donald Trump was inaugurated and signed numerous Executive Orders, some of which could affect the FCC.

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The statements herein are based solely on the FCC’s multiple ownership rules in effect as of the date hereof and do not include any forward-looking statements concerning compliance with any future multiple ownership rules.

All commercial broadcasters were required to file a “biennial” ownership report, by December 1, 2023, describing the ownership of its stations as of October 1, 2023.

The Company timely filed its reports.

The next biennial ownership reports are due by December 1, 2025.

The FCC’s rules required all commercial broadcasters to file a “biennial” ownership report by December 1, 2025, describing the ownership of their stations as of October 1, 2025, but the Public Notice released July 29, 2025, the FCC waived the biennial ownership report filing requirement and set a new filing deadline of June 1, 2027, or until further notice, whichever comes first.

The FCC eliminated the prior requirement to file with the FCC paper copies of certain agreements, corporate organization documents, and the like.

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Complaints from listeners concerning a station’s programming often will be considered by the FCC when it evaluates renewal applications of a licensee, although such complaints may be filed at any time and generally may be considered by the FCC at any time.

Stations also must follow various rules promulgated under the Communications Act that regulate, among other things, political advertising, sponsorship identification, the advertisement of contests and lotteries, obscene and indecent broadcasts, and technical operations, including limits on radio frequency radiation.

Stations also must follow various rules promulgated under the Communications Laws that regulate, among other things, political advertising, sponsorship identification, the advertisement of contests and lotteries, obscene and indecent broadcasts, and technical operations, including limits on radio frequency radiation.

In 2020, the FCC entered into a Consent Decree with Sinclair Broadcast Group, which agreed to pay a $48 million dollar fine to settle issues related to sponsorship identification violations, among other matters.

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The FCC stated that the program would be “voluntary”.

If the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such certifications had been earlier processed.

If the rules were to become effective, and the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such certifications had been earlier processed.

However, there is some risk in certifying since competitors or members of the public might file adverse petitions challenging the accuracy of such certifications.

The FCC is seeking comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective.

The FCC sought comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective.

In an NPRM, Disclosure and Transparency of Artificial Intelligence-Generated Content in Political Advertisements, MB Docket No.

24-211, released July 25, 2024, the FCC proposed to require radio stations (among other FCC licensees and regulatees) to provide an on-air announcement for all political ads that include Artificial Intelligence (“AI”) generated content disclosing the use of such content in the ad.

The FCC also proposes to require these licensees to include a notice in their OPIFs for all political ads that include AI-generated content disclosing that the ad contains such content.

The FCC also proposed to require these licensees to include a notice in their OPIFs for all political ads that include AI-generated content disclosing that the ad contains such content.

The Company cannot predict whether the proposed rules will be adopted, and if so, their effect on the Company.

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Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of “short” (less than the full eight-year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.

In an NPRM (MB Docket No.

19-177), the FCC sought comment on its track record on EEO enforcement, whether the agency should make improvements to EEO compliance and enforcement, and invited comment on its audit program.

Court of Appeals for the D.C.

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1113 (2002)) vacated certain aspects of the EEO requirements.

While the FCC in 2004 adopted revised regulations regarding the filing of Form 395-B and updated the form, the requirement that broadcasters once again submit the form to the FCC was suspended until issues were resolved regarding confidentiality of the employment data.

The FCC in 2004 adopted revised regulations regarding the filing of Form 395-B (which collected race, ethnicity and gender data for each covered licensee’s employees within specified job categories) and updated the form.

However, the requirement that broadcasters once again submit the form to the FCC was suspended until issues were resolved regarding confidentiality of the employment data.

On February 22, 2024, the FCC released its Fourth R&O, Order on Reconsideration, and Second Further Notice of Rulemaking, FCC 24-18, reinstating the filing of Form 395-B.

The requirement to submit the form remains suspended.

On May 9, 2024, the Texas Association of Broadcasters filed a Petition for Review of the Fourth R&O in the Fifth Circuit Court of Appeals (Case No.

Petitions for Review have also been filed by the American Family Association and National Religious Broadcasters.

On January 20, 2025, President Trump issued Executive Orders:

(1) Defending Women from Gender Extremism and Restoring Biological Truth to the Federal Government and (2) Ending Illegal Discrimination and Restoring Merit-Based Opportunity .

On January 24, 2025, Counsel for the

Petitioners filed with the Court a “Rule 28(j) Letter” advising the Court of these Executive Orders.

Oral argument was held before the Court.

At the argument, the FCC conceded that the inclusion in the form of a “non-binary” gender category could no longer be defended based on the President’s Executive Order that the federal government will recognize only two genders.

Because the FCC is currently deadlocked with two Republican and two Democrat Commissioners, the FCC cannot reverse the form’s reinstatement of Form 395-B.

The Company cannot predict whether the requirement to file the form will be made effective or the impact of the reinstated form on the Company or its operations.

The National Religious Broadcasters, the American Family Association, and the Texas Association of Broadcasters filed Petitions for Review of the Fourth R&O in the U.

Court of Appeals for the Fifth Circuit.

On May 19, 2025, the Court (in Case No.

60219) vacated the R&O and there is no longer a requirement to file Form 395-B .

Time Brokerage Agreements .

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§ 73.3556, a rule that prohibited the duplication of programming on co-owned radio stations in the same market.

A petition for reconsideration of that action as to FM duplication is pending.

Reports have circulated that some members of the FCC are considering a proposal that would reinstate the rule in some form.

If the non-duplication rule were reinstated, it could require the Company to expend additional funds to program separately some currently simulcast stations.

The Company cannot predict how the FCC may act on the petition.

A petition for reconsideration of that action as to FM duplication was filed.

As a result, the rule was reinstated as to commercial FM radio stations only.

It prohibits a commercial FM station from devoting more than 25% of its total hours in an average broadcast week to programming that duplicates that of another station in the same service which is commonly owned or operated under a time brokerage agreement, provided the stations' principal community contours overlap.

The FCC has adopted rules that require the broadcast of a specific disclosure at the time of broadcast if the material aired pursuant to a “lease” (a discreet block of time, e.g ., a time brokerage agreement) has been paid for or furnished by a foreign government entity.

On June 10, 2024, the FCC released its Second R&O revising its previous requirements setting forth procedures for exercising reasonable diligence to determine whether such a disclosure is needed.

The FCC addressed a ruling by the U.S.

Court of Appeals for the District of Columbia Circuit that vacated one of the foreign sponsorship identification requirements established in a previous R&O .

In its Second R&O , the FCC stated that its foreign sponsorship identification rules apply to leases of time including issue advertisements and paid public service announcements, but do not apply to sales of advertising for commercial goods and/or political candidate advertisements .

When a lessee and station licensee enter into recurring leases for the same programming, the station licensee will be required to exercise its reasonable diligence obligations under the rule only once per year with respect to that particular lessee and that particular programming.

In its Second R&O , released June 10, 2024, the FCC announced modifications to the sponsorship identification rule (47 CFR § 73.1212) for foreign government-provided programming, which require a public disclosure to be made, at the time of broadcast, identifying the foreign source of such programming.

The R&O adopted a revised approach that provides licensees with two options for demonstrating that they have met their duty of inquiry in seeking to obtain the information needed to determine whether programming is sponsored, paid for, or furnished by a foreign governmental entity.

4 th 978 (2025), the U.

Court of Appeals for the District of Columbia Circuit denied a petition for review of the revised rules, which became effective as of June 10, 2025, but the Media Bureau has deferred requiring compliance with the revised rules until June 7, 2026.

The FCC grandfathered lease agreements already in effect but such leases will need to come into compliance either at the time of renewal or when the parties to the agreement enter into a new lease.

The Second R&O is the subject of a Petition for Review before the U.

Court of Appeals for the District of Columbia Circuit.

Unless reversed by the Court, the rules would require the Company to upload the certifications to an affected station’s OPIF whether or not the lessee has a connection to a foreign government.

Before they become effective, the Office of Management and Budget (“OMB”) must approve the new rules under the Paperwork Reduction Act.

The OMB has not yet acted on the FCC’s request for approval.

The Company cannot predict whether such new rules will become effective, and if so, the form they might take.

Only new leases and renewals of existing leases entered into on or after the compliance date must comply with the rule modifications.

Other FCC Requirements

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On January 8, 2025, the FCC released a “Notice of Apparent Liability” proposing a penalty of $369,190 against a television broadcaster for apparently violating the EAS Rules by failing to participate in three nationwide tests of the EAS and for submitting incorrect or misleading information in FCC filings.

In an NPRM, Matter of Modernization of the Nation's Alerting Systems (FCC 25-50), released August 8, 2025, the FCC began a reexamination of the EAS (and Wireless Emergency Alerts) from the ground up and is exploring whether fundamental changes could make these systems more effective, efficient, and better able to serve the public's needs.

The FCC is seeking comment on what goals these alerting systems should aim to achieve, whether these systems are currently effective at achieving these goals, and what steps the FCC should take to modernize these systems to improve their usefulness and better leverage modern technology while minimizing burdens on stakeholders.

The Company cannot predict what, if any action, the FCC may take with regard to the EAS.

Use of FM Boosters for Geo-Targeting .

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Due to interference generated by their electric motors, some manufacturers of all-electric vehicles do not market vehicles that can receive AM broadcasts over the air (although AM broadcasts can be heard over digital streaming services, such as Tunein Radio).

Senate, in the 118 th Congress, a Bill, S.1669 bill would have required the Department of Transportation to issue a rule requiring all new motor vehicles to have devices that can access AM broadcast stations installed as standard equipment, but Congress adjourned before the Bill could be acted upon.

As noted above, the Company is licensee of AM radio stations.

On February 5, 2025, the Senate Committee on Commerce, Science and Transportation passed S.

In the 119 th Congress, o n February 5, 2025, the Senate Committee on Commerce, Science and Transportation passed S.

315, the AM Radio for Every Vehicle Act, out of Committee.

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The Company cannot predict whether a bill will be enacted into law.

To date, the Company has not perceived negative economic impact from DARS or Internet-streamed audio on the Company’s full-service stations and FM translators, possibly due, in part, to the possibility of confusion in the digital advertising market, but the Company cannot predict whether there will be future negative economic impact .

To date, the Company has not perceived negative economic impact from DARS or Internet-streamed audio on the Company’s full-service stations and FM translators due, in part, to the possibility of confusion in the digital advertising market, but the Company cannot predict whether there will be future negative economic impact .

In-Band On-Channel “Hybrid Digital” Radio.

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HD radio technology can provide near CD-quality sound on FM channels and FM quality on AM channels.

HD radio technology also permits the transmission of up to four additional program streams over FM stations and one over AM stations (which streams do not count as separate radio stations under the multiple ownership rules.) At the present time, we are configured to broadcast in HD radio on 55 stations.

In an Order and NPRM , the FCC proposed changes to its digital audio broadcasting technical rules that would permit additional FM stations to increase FM HD effective radiated power beyond the existing levels without the need for individual Commission authorization.

In addition, the FCC proposed to allow digital FM stations to operate with asymmetric power on the digital sidebands.

This would allow stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent channel FM stations.

A petition for reconsideration of the Order is pending.

The Company cannot predict whether the proposed rules will be adopted.

At the present time, we are configured to broadcast in HD radio on 54 stations.

In its First R&O , FCC 24-105, the FCC adopted rules to permit “asymmetric sideband operation” which allows stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent-channel FM stations.

The new rules became effective as of May 23, 2025.

On October 28, 2020, the FCC released an R&O, in which it adopted rules (effective January 4, 2021) to allow AM radio stations to broadcast an all-digital signal using the HD Radio IBOC mode termed “MA3.” In adopting the new rules, the FCC said that a voluntary conversion to all-digital broadcasting will benefit many AM stations and their listeners by improving reception quality and listenable coverage in stations' service areas.

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The FCC later opened two windows for the filing of applications for construction permits for new FM translators, the final window closing January 31, 2018.

In the filing windows, qualifying AM licensees could apply for one, and only one, new FM translator station, in the non-reserved FM band to be used solely to re-broadcast the licensee’s AM signal to provide fill-in and/or nighttime service on a permanent basis.

In the filing windows, qualifying AM licensees could apply for one, and only one, new FM translator station, in the non-reserved ( i.e.

, “commercial”) FM band to be used solely to re-broadcast the licensee’s AM signal to provide fill-in and/or nighttime service on a permanent basis.

The Company filed applications in both windows and obtained some construction permits as a result.

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FCC rules give Native American tribes a priority to obtain broadcast radio licenses in tribal communities.

The rules provide an opportunity for tribes to establish new service specifically designed to offer programming that meets the needs of tribal citizens.

The rules provide an opportunity for tribes to establish new services specifically designed to offer programming that meets the needs of tribal citizens.

In addition, the rules modify the FCC’s radio application and assignment procedures, assisting qualified applicants to more rapidly introduce new radio service to the public.

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In 2011, the FCC released its Third R&O which limits eligibility for authorizations associated with allotments added to the FM Table of Allotments using the “Tribal Priority” to the tribes whom the Tribal Priority was intended to benefit.

In October 2018, the FCC released a “Second Further Notice of Proposed Rulemaking” as part of its ongoing effort to assist AM broadcast stations in providing full-time service to their communities.

The FCC sought comment on technical proposals to reduce nighttime interference afforded to wide-area “Class A” AM radio stations to enable more local AM stations to increase their nighttime service.

The Company has no Class A AM radio stations, but has Class B, Class C and Class D AM radio stations, some of which might benefit if the FCC changes its rules as proposed.

In 2018, the FCC issued a Notice of Inquiry on whether to issue an NPRM that could lead to creation of a new Class C4 FM station that would allow use of power of up to 12 kW ERP, but the matter remains pending before the FCC.

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In a Second R&O and Second FNPRM released January 26, 2024, the FCC required cable systems, wireline, wireless, and interconnected Voice over Internet Protocol providers to report their infrastructure status information in the DIRS.

In the Second FNPRM section of the document, the FCC proposed that broadcasters report in DIRS and the NORS their operational status each day when the FCC activates DIRS in the geographical areas in which they provide service.

On August 6, 2025, the FCC released its Third FNPRM proposing to modernize the DIRS by reviewing DIRS reporting and proposing changes to ensure the system is collecting information useful to disaster response without imposing unreasonable burdens on stakeholders.

The FCC also adopted certain rules governing DIRS to clarify the scope of the suspension of the Network Outage Reporting System (NORS) reporting obligations during DIRS activations, thereby reducing filing burdens.

Implementation of DIRS and NORS by the Company could result in significant costs, but the Company cannot predict whether the rules will be adopted and if so, the form they may take.

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Set forth below is information with respect to our executive officers.

Forgy has been President and Chief Executive Officer since December 2022.

He was previously our Senior Vice President of Operations from May 2018 until his appointment to President and Chief Executive Officer.

Forgy has been President, Chief Executive Officer and Director since December 2022.

He was previously our Senior Vice President of Operations from May 2018 until his appointment to President and Chief Executive Officer and election to the Board.

He was President/General Manager of our Columbus, Ohio market from 2010 to 2018 and was Director of Sales of our Columbus, Ohio market from 1995 to 2006.

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If consumer confidence were to decline, this decline could negatively affect our advertising customers' businesses and their advertising budgets.

In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales.

In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations or through our digital programs, resulting in reduced advertising sales.

Furthermore, it may be possible that actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets will not achieve their intended effect.

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● the capability and effectiveness of our sales organization;

● our competitors' activities, including increased competition from other advertising-based mediums;

● our competitors' activities, including increased competition from other advertising mediums;

● decisions by advertisers to withdraw or delay planned advertising expenditures for any reason;

● other factors beyond our control.

Our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year.

This seasonality causes and will likely continue to cause a variation in our quarterly operating results.

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Such a decline in advertising rates could also have a material adverse effect on our revenue, results of operations and financial condition.

The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customer’s reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue.

The Russia-Ukraine war and the conflict in Gaza have created not only great devastation but also a worldwide instability that could impact economies across the globe.

The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customers’ reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue.

The US/Israel-Iran war and other conflicts have created not only great devastation but also a worldwide instability that could impact economies across the globe.

While direct impacts to our business are limited, the indirect impacts to our customers could impact demand for advertising and other indirect impacts could arise.

In addition, the impact of other current macro-economic factors on our business, including inflation, supply chain constraints and geopolitical events, is uncertain.

The US government has recently indicated its intent to adopt a new approach to trade policy including initiating or considering the imposition of tariffs on certain foreign goods.

Changes in US trade policy could result in one or more of US trading partners adopting responsive trade policies making it more difficult or costly for US exports to those countries.

Changes in US trade policy could result in one or more US trading partners adopting responsive trade policies making it more difficult or costly for US exports to those countries.

These measures could also result in increased inflation and reduced US real gross domestic product and otherwise adversely impact the US economy.

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The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade policies has the potential to adversely impact the US and global economy and our customers’ businesses.

This in turn could adversely impact our business, financial condition and results of operations due to our customer’s reduction in advertising spending as their businesses are negatively impacted by a decline in the US economy.

This in turn could adversely impact our business, financial condition and results of operations due to our customers’ reduction in advertising spending as their businesses are negatively impacted by a decline in the US economy.

Risks Related to Our Financing

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Our Debt Covenants Restrict our Financial and Operational Flexibility

Our credit facility contains a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness,

dividends, distributions, guarantees, liens and encumbrances.

Our ability to meet these financial ratios can be affected by operating performance or other events beyond our control, and we cannot assure you that we will meet those ratios.

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We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the credit facility and each of our subsidiaries has guaranteed the credit facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the credit facility.

Our Recent Sale-Leaseback Transaction Removed Certain Real Estate Assets from our Balance Sheet and Subjects us to Ongoing Lease Obligations.

We have recently completed a Sale-Leaseback Transaction involving certain of our radio tower properties.

While this transaction provided us with additional liquidity, it also subjects us to various risks that could adversely affect our business, financial condition, and results of operations.

As a result of the Sale-Leaseback Transaction, we no longer own these radio tower properties and instead lease them pursuant to long-term lease agreements.

Because we no longer own the underlying real estate, we have less control over these tower sites, and our operations at these locations are subject to the terms and conditions of the lease agreements.

Any disputes with the lessor or changes in the lessor’s financial condition could adversely affect our continued use of these properties.

Furthermore, at the end of the lease term, we may be unable to renew the leases on acceptable terms, or at all, which could require us to relocate our operations or incur significant costs to secure alternative sites.

Any of these risks could materially and adversely affect our business, financial condition, and results of operations.

Risks Related to the Radio Broadcasting Industry

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Radio broadcasting is a highly competitive business.

Our stations compete for listeners and advertising revenues within their respective markets directly with other radio stations, as well as with other media, such as broadcast radio (as applicable), cable television and/or radio, satellite television and/or satellite radio systems, newspapers, magazines, direct mail, the Internet, coupons and billboard advertising.

Our stations compete for listeners and advertising revenues within their respective markets directly with other radio stations, as well as with other media, such as broadcast radio, satellite radio, streaming of audio and video on the internet, broadcast, satellite, and cable television, newspapers, magazines, outdoor advertising, direct mail and a growing number of digital advertising providers .

These digital competitors include local and regional marketing agencies, national digital advertising firms and large technology platforms that provide advertising services directly to businesses.

Audience ratings and market shares are subject to change, and any change in a particular market could have a material adverse effect on the revenue of our stations located in that market.

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We Depend on Key Personnel

Our business is partially dependent upon the performance of certain key individuals, particularly Christopher S.

Our business is partially dependent upon the performance of certain key individuals, including Christopher S.

Forgy, our President and CEO.

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Our competitors may choose to extend offers to any of these individuals on terms which we may be unwilling to meet.

If any of our key executives were to become unable to perform their duties due to health concerns or any other reason, it could result in a loss of institutional knowledge, disruption of our strategic initiatives, and could adversely affect our ability to execute our business plans effectively.

The unavailability or loss of one or more of these individuals, whether temporarily or permanently, could materially and adversely impact our business, financial condition, and results of operations.

In addition, any or all of our key employees may decide to leave for a variety of personal or other reasons beyond our control.

Furthermore, the popularity and audience loyalty of our key on-air personalities is highly sensitive to rapidly changing public tastes.

A loss of such popularity or audience loyalty is beyond our control and could limit our ability to generate revenues.

Our Success Depends on our Ability to Identify and Integrate Acquired Stations

As part of our strategy, we have pursued and may continue to pursue acquisitions of additional radio stations, subject to the terms of our credit facility.

Competitors may be able to outbid us for acquisitions.

As a result of these and other factors, our ability to identify and consummate future acquisitions is uncertain.

Our consummation of all future acquisitions is subject to various conditions, including FCC and other regulatory approvals.

The FCC must approve any transfer of control or assignment of broadcast licenses.

A loss of such popularity or audience loyalty is beyond

our control and could limit our ability to generate revenues.

We may not be able to locate or attract suitable replacements for our key personnel in a timely manner, or at all, which could further exacerbate these risks.

Our Success Depends on our Ability to Use our Historical Relationships with Radio Advertisers to Transition to our Company to Also Offer a Range of Digital Advertising Services that Help our National, Regional and Local Advertisers Meet Their Growing Advertising Needs in Addition to Identifying and Integrating Acquired Radio Stations or Related Businesses

Part of our strategy is to continue to broaden our existing revenue verticals related to our core radio advertisers to include digital advertising services that will complement our existing radio platform.

This transition will require retaining and hiring individuals that we can train and develop to perform all the leadership, sales, accounting, technical and implementation activities required to be successful in this expansion of advertising services.

As another part of our strategy, we have historically pursued and may continue to pursue acquisitions of additional radio stations or other related businesses.

As a result of a number of factors, including competitors that are also trying to make acquisitions and the availability of capital, our ability to identify and consummate future acquisitions is uncertain.

Our consummation of all future acquisitions is subject to various conditions, including FCC, if a radio station license is being transferred or assigned and other regulatory approvals.

Such acquisitions could be delayed by shutdowns of the U.S.

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Any delays, injunctions, conditions or modifications by any of these federal agencies could have a negative effect on us and result in the abandonment of all or part of otherwise attractive acquisition opportunities.

We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions.

We cannot predict whether we will be successful in identifying future acquisition opportunities that are determined to be strategic for the Company or what the consequences will be of any such acquisitions.

Certain of our acquisitions may prove unprofitable and fail to generate anticipated cash flows.

In addition, the success of any completed acquisition will depend on our ability to effectively integrate the acquired stations.

The process of integrating acquired stations may involve numerous risks, including difficulties in the assimilation of operations, the diversion of management’s attention from other business concerns, risk of entering new markets, and the potential loss of key employees of the acquired stations.

In addition, the success of any completed acquisition will depend on our ability to effectively integrate the acquired business.

The process of integrating acquired stations or businesses may involve numerous risks, including difficulties in the assimilation of operations, the diversion of management’s attention from other business concerns, risk of entering new markets, and the potential loss of key employees of the acquired stations.

The Royalties We Pay to Copyright Owners Could Increase Significantly, and Proposed Legislation Could Require Radio Broadcasters to Pay Royalties to Record Labels and Recording Artists

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however, the coverage may not be sufficient to cover all financial losses nor may it be available in the future.

Use of Artificial Intelligence in Marketing Design

We have increasingly integrated artificial intelligence (“AI”) technologies into the design and execution of our sales and programming strategies and materials.

While the use of AI in sales and programming offers potential efficiencies and enhanced targeting capabilities, it also exposes us to a variety of risks.

AI-generated content may inadvertently contain errors, inaccuracies, or material that is inconsistent with our brand, regulatory requirements, or industry standards.

Additionally, reliance on AI tools may lead to the unintended use of third-party intellectual property or the generation of content that infringes on the rights of others, which could expose us to legal claims and reputational harm.

The rapidly evolving nature of AI technologies, as well as evolving laws and regulations governing their use, creates additional uncertainty and the potential for non-compliance with applicable laws, such as those related to data privacy, consumer protection, or advertising.

If we are unable to effectively manage these risks, or if our use of AI results in regulatory investigations, enforcement actions, or negative publicity, our business, financial condition, and results of operations could be materially and adversely affected.

Risks Related to the Ownership of Our Stock

The Company is No Longer Controlled by our President, Chief Executive Officer and Chairman

Christian, our founder and former President, Chief Executive Officer and Chairman, passed away on August 19, 2022.

Christian held approximately 65% of the combined voting power of our Common Stock (based on Class B Common Stock generally being entitled to ten votes per share, with certain exceptions, but not including options to acquire Class B Common Stock).

As a result, Mr.

Christian was generally able to control the vote on most matters submitted to the vote of shareholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of the two Class A directors, (ii) those matters where the shares of our Class B Common Stock are only entitled to one vote per share, and (iii) other matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law.

Christian’s passing on August 19, 2022, his Class B shares were transferred into an estate planning trust and that transfer resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A Share.

Those Class A Shares have the same voting rights as all other Class A Shares, and the estate has approximately 14.6% voting rights after the conversion of the shares from Class B Shares to Class A Shares.

The Company’s subsidiaries holding FCC licenses timely applied to the FCC for consent to transfer of control of the subsidiaries from Mr.

Christian to the shareholders of the Company, and those applications were routinely approved by the FCC on December 20, 2023.

As a result of the change in voting control, the Company has entered into a period of significant transition and is potentially more vulnerable to activist investors or hostile takeover attempts.

If the Company is unable to manage this transition effectively, it may have an adverse impact on the Company and its shareholders.

Concentration of Ownership and Influence of Major Shareholders

A small number of shareholders, including members of our board and current or former executive officers collectively hold a significant percentage of our outstanding common stock.

As a result, these shareholders are able to exert influence over matters requiring shareholder approval.

Capital Allocation Decisions, Including Dividends and Stock Repurchases

Our capital allocation decisions, including the amounts allocated to stock repurchases, may not deliver the anticipated benefits to our shareholders and could adversely affect our business, financial condition, and results of operations.

Decisions regarding the declaration and payment of dividends or the repurchase of our common stock are based on numerous factors, including our financial performance, cash flow, amount of cash and short-term investment balances, capital requirements, market conditions, and the judgment of our management and Board of Directors.

There can be no assurance that any dividends or stock repurchases, if made in the future, will enhance long-term shareholder value.

We May Experience Volatility in the Market Price of our Common Stock

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Investors should be aware that they could experience short-term volatility in our stock if such shareholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.

Our management has identified certain internal control deficiencies, which management believes constitute material weaknesses.

Our failure to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our shareholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our common stock .

We review and update our internal controls, disclosure controls and procedures, and corporate governance policies as our Company continues to evolve.

In addition, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“ SOX ”) and management is required to report annually on our internal control over financial reporting.

Our management’s evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2024 concluded that the Company has the following material weakness in its internal control over financial reporting:

(i) Ineffective Controls over Broadcast Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded broadcast revenue combined with a lack of segregation of duties within the Traffic Management system that did not restrict users’ or monitor access privileges commensurate with their assigned authority and responsibility;

and (ii) Ineffective Controls over Digital Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded digital revenue, including procedures over the retention of documentation to ensure existence, completeness and accuracy of data used to support accounts related to revenue and accounts receivable in the financial statement close process.

These ineffective controls, individually or in the aggregate, could result in misstatements of accounts or disclosures that would results in a material misstatement of the interim or annual Consolidated Financial Statements that would not be prevented or detected.

Such shortcomings could have an adverse effect on our business and financial results.

Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.

Any failure or circumvention of the controls and procedures or failure to comply with regulation concerning control and procedures could have a material effect on our business, results of operations and financial condition.

Any of these events could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively affect the market price of our shares, increase the volatility of our stock price and adversely affect our ability to raise additional funding.

The effect of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board and as executive officers.

The Company is planning to take steps to remediate this material weakness.

However, we cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies.

Our Business Could be Negatively Affected as a Result of Shareholder Activism.

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We are a Smaller Reporting Company and Intend to Avail Ourselves of Certain Reduced Disclosure Requirements Applicable to Smaller Reporting Companies, which could make our Common Stock Less Attractive to Investors

We are a smaller reporting company, as defined in the Exchange Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not applicable to smaller reporting companies, including reduced disclosure obligations regarding executive compensation.

smaller reporting companies, including reduced disclosure obligations regarding executive compensation.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

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

What changed 10-K

Item 1. Business