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As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”).
−Removed: The term “disclosures controls and procedures” as defined and amended by the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
−Removed: Based upon the evaluation performed as of December 31 2024, as a result of the material weakness in internal control over financial reporting described below in Management’s Report on Internal Control Over Financial Reporting, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures over financial reporting were not effective as of such date.
+Added: Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures over financial reporting were effective to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act will be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Management’s Report on Internal Control Over Financial Reporting
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Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Based on our evaluation, management concluded that our Company did not maintain effective internal control over financial reporting as of December 31, 2024 due to the material weakness described below.
−Removed: Material Weaknesses in Internal Control Over Financial Reporting
−Removed: Management has determined that the Company has the following material weakness in its internal control over financial reporting:
−Removed: 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 or monitor users’ access privileges commensurate with their assigned authority and responsibility.
−Removed: 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.
−Removed: 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.
−Removed: Remediation Plans
−Removed: Management is actively engaged in the implementation of remediation plans to address the controls contributing to the material weakness.
−Removed: The remediation actions include, but are not limited to, the following:
−Removed: Ineffective Controls over Broadcast Revenue Reconciliations – Enhance the monitoring controls over revenue reconciliation procedures, re-assess user access privileges and ensure that certain users conflict of duties within the system are appropriately mitigated through such monitoring controls.
−Removed: Ineffective Controls over Digital Revenue Reconciliations – Evaluate and enhance design and implementation of digital process-level controls over the existence, completeness and accuracy of data included in various reports provided from third party providers that support our digital revenue accounts.
−Removed: Ensure retention of revenue reconciliation documentation and review by management.
−Removed: We believe these measures will effectively remediate the control deficiencies, but management is assessing the need for any additional steps to remediate the underlying causes that give rise to this material weakness.
−Removed: The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
−Removed: There is no assurance that
−Removed: additional remediation steps will not be necessary.
+Added: Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our internal control over financial reporting as of December 31, 2025 has been audited by Crowe LLP, an independent registered public accounting firm, as stated in its report which appears below.
−Removed: Notwithstanding the identified material weakness, Management believes the Consolidated Financial Statements included in this Form 10-K fairly present, in all material respects, our results of operations and cash flows for the year ended December 31, 2024 and our financial condition as of such date, in accordance with U.S.
Changes in Internal Control Over Financial Reporting
−Removed: Except as set forth above, there were no changes in our internal controls over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
+Added: There were no changes in our internal controls over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Other Information
+Added: On April 10, 2026, the Company entered into certain amendments to its previously disclosed sale-leaseback transaction.
+Added: See Note 16 – Sale Leaseback Transaction in the notes to the consolidated financial statements for a discussion of the amendments.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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Report of Independent Registered Public Accounting Firm (PCAOB ID 173 )
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID 1195 )
Consolidated Financial Statements:
— Consolidated Balance Sheets as of December 31, 2025 and 2024
−Removed: — Consolidated Statements of Income for the years ended December 31, 2024 and 2023
+Added: — Consolidated Statements of Income (Loss) for the years ended December 31, 2025 and 2024
— Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024
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Opinions on the Financial Statements and Internal Control over Financial Reporting
−Removed: We have audited the accompanying consolidated balance sheet of Saga Communications, Inc.
−Removed: (the "Company") as of December 31, 2024, the related consolidated statements of income, shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
+Added: We have audited the accompanying consolidated balance sheets of Saga Communications, Inc.
+Added: (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income (loss), shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements") 2 .
We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
−Removed: Also, in our opinion, because of the effects of the material weakness discussed in the following paragraph, the Company has not maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework:
+Added: In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by COSO.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weakness has been identified and included in management's report.
−Removed: ● Material weakness in controls over the reconciliation process and review of local market IT access for broadcasting revenue and certain digital revenue streams prior to invoicing customers and recognizing revenue.
−Removed: We considered this material weakness identified above in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 financial statements, and our opinion on Internal Control over Financial Reporting does not affect our opinion on the financial statements.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
−Removed: evaluating the overall presentation of the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
−Removed: Our audit also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinions.
+Added: Our audits also included performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: A company’s internal control over financial reporting includes those policies
+Added: and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
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Goodwill Impairment Evaluation
−Removed: As disclosed in Note 4 to the consolidated financial statements, the Company’s consolidated goodwill balance was $19.2 million as of December 31, 2024.
+Added: As disclosed in Note 3 to the consolidated financial statements, the Company recorded a goodwill impairment charge of $19.2M during the year ended December 31, 2025.
Management performs an annual quantitative impairment test during the fourth quarter of each year, or more frequently when it is determined that events and circumstances indicate that it is more likely than not that goodwill is impaired.
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o Tested inputs into the valuation model, including the relevance and reliability of external data used and the completeness and accuracy of internal data used.
−Removed: o Evaluated the significant assumptions used by management, including projected revenues and projected revenue growth rates, projected operating margins, projected general and administrative expenses and the discount rate.
+Added: o Evaluated the significant assumptions used by management, including projected revenues and projected revenue growth rates, projected operating margins, projected general and administrative expenses and
+Added: the discount rate.
This involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of the Company, (ii) relevant external market and industry data, and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: o Utilized valuation specialists to assist in evaluating the methodology of and certain assumptions applied in the valuation model.
+Added: o Utilized valuation specialists to assist in evaluating certain assumptions applied in the valuation model.
/s/ Crowe LLP
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Fort Lauderdale, Florida
−Removed: March 31, 2025
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors of
−Removed: Saga Communications, Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Saga Communications, Inc.
−Removed: (the “Company”) as of December 31, 2023, and the related consolidated statements of income, shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of Saga Communications, Inc.
−Removed: at December 31, 2023, and the consolidated results of its operations and its cash flows for the year ended December 31, 2023, in conformity with generally accepted accounting principles in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: We served as the Company’s auditor from 2015 through 2023.
−Removed: Sterling Heights, Michigan
−Removed: March 15, 2024, except for the effects of the tables reflecting the impact of the revisions for the year ended December 31, 2023, discussed in Note 2 (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s annual report (Form 10-K) as to which the date is March 31, 2025.
+Added: April 14, 2026
Saga Communications, Inc.
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Broadcast licenses
−Removed: Other intangibles, right of use assets, deferred costs and investments, net of accumulated amortization of $ 16,257 ($ 15,984 in 2023)
+Added: Operating right-of-use assets
+Added: Other intangibles, deferred costs and investments, net of accumulated amortization of $ 16,645 ($ 16,257 in 2024)
Liabilities and shareholders’ equity
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Accrued payroll and payroll taxes
−Removed: Dividend payable
Other accrued expenses
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Saga Communications, Inc.
−Removed: Consolidated Statements of Income
+Added: Consolidated Statements of Income (Loss)
Years Ended December 31,
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Corporate general and administrative
−Removed: Other operating expense (income), net
−Removed: Operating income
+Added: Depreciation and amortization
+Added: Other operating (income) expense, net
+Added: Impairment of goodwill
+Added: Impairment of intangible assets
+Added: Operating (loss) income
Other (income) expenses:
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Interest income
−Removed: Income before income tax expense
+Added: (Loss) income before income tax expense
Income tax (benefit) expense:
−Removed: Earnings per share:
+Added: Net (loss) income
+Added: (Loss) Earnings per share:
Weighted average common shares
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Issuance of restricted stock
+Added: Forfeiture of restricted stock
Dividends declared per common share
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(In thousands)
−Removed: Statement of Cash Flows
Cash flows from operating activities:
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Net (loss) income
+Added: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Deferred income tax (benefit) expense
+Added: Impairment of goodwill
+Added: Impairment of intangible assets
Amortization of deferred costs
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Provision for credit losses
−Removed: Loss on sale of assets, net
+Added: (Gain) Loss on sale of assets, net
(Gain) on insurance claims
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Deferred and other compensation
−Removed: Changes in assets and liabilities, net of business acquisition:
−Removed: Decrease (increase) in receivables and prepaid expenses
−Removed: Increase in accounts payable, accrued expenses, and other liabilities
+Added: Changes in operating lease assets and liabilities (net)
+Added: Changes in assets and liabilities, net of acquisition of AR:
+Added: (Increase) decrease in current assets
+Added: (Decrease) increase in accounts payable, accrued expenses, and other liabilities
Total adjustments
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Proceeds from sale and disposal of assets
−Removed: Proceeds from redemption of investments and other
+Added: Proceeds from insurance claims, redemption of investments and other
Other investing activities
−Removed: Net cash used in investing activities
+Added: Net cash provided by (used in) investing activities
Cash flows from financing activities:
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Net cash used in financing activities
−Removed: Net decrease in cash and cash equivalents
+Added: Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
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Saga Communications, Inc.
−Removed: is a media company whose business is devoted to acquiring, developing and operating broadcast properties including opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives.
−Removed: We currently own or operated eighty-two FM, thirty-one AM radio stations and seventy-nine metro signals, serving twenty-eight markets throughout the United States.
+Added: is a media company whose business is devoted to acquiring, developing and operating broadcast properties including opportunities complementary to our core radio business including digital, e-commerce and non-traditional revenue initiatives.
+Added: We currently own or operate eighty-two FM, thirty AM radio stations and seventy-nine metro signals, serving twenty-eight markets throughout the United States.
Principles of Consolidation
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The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained.
−Removed: We evaluate and update assumptions and estimates on an ongoing basis and may use outside experts to assist in the our evaluation, as considered necessary.
+Added: We evaluate and update assumptions and estimates on an ongoing basis and may use outside experts to assist in our evaluation, as considered necessary.
Actual results may differ from estimates provided and there may be changes to those estimates in the future periods.
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Certain cash deposits with financial institutions may at times exceed FDIC insurance limits.
−Removed: Our top five markets when combined represented 36 % and 37 % of our net operating revenue for the years ended years ended December 31, 2024 and 2023, respectively.
+Added: Our top five markets when combined represented 34 % and 36 % of our net operating revenue for the years ended December 31, 2025 and 2024, respectively.
We sell advertising to local and national companies throughout the United States.
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Our held-to-maturity U.S.
−Removed: Treasury Bills all have original maturity dates ranging from March 2025 to June 2025.
+Added: Treasury Bills all have original maturity dates ranging from January 2026 to May 2026.
Saga Communications, Inc.
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Intangible Assets
−Removed: Intangible assets deemed to have indefinite useful lives, which include broadcast licenses and goodwill, are not amortized and are subject to impairment tests which are conducted as of October 1 of each year, or more frequently if impairment indicators arise.
+Added: Intangible assets deemed to have indefinite useful lives, which include broadcast licenses and goodwill, are not amortized and are subject to impairment tests which are conducted in the 4 th quarter of each year, or more frequently if impairment indicators arise.
We have 112 broadcast licenses serving 28 markets, which require renewal over the period of 2027- 2030.
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Separable intangible assets that have finite lives are amortized over their useful lives using the straight-line method.
−Removed: Favorable lease agreements are amortized over the leases length, ranging from one to twenty-six years .
+Added: Favorable lease agreements are amortized over the lease’s length, ranging from one to twenty-six years .
Other intangibles are amortized over one to fifteen years .
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Local Marketing Agreements
−Removed: We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets.
+Added: We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets in the past.
In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells its own commercial advertising announcements during the time periods specified.
−Removed: Revenue and expenses related to TBAs/LMAs are included in the accompanying Consolidated Statements of Income.
+Added: Revenue and expenses related to TBAs/LMAs are included in the accompanying Consolidated Statements of Income (Loss).
Assets and liabilities related to the TBAs/LMAs are included in the accompanying Consolidated Balance Sheets.
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The realization of deferred tax assets is primarily dependent upon the generation of future taxable income.
−Removed: Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount offset by a permanent benefit difference primarily relating to executive compensation and the transfer of a split dollar life insurance policy to the estate of our former CEO that resulted in a permanent difference between book and taxable income.
+Added: Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount offset by permanent benefit differences primarily relating to executive compensation.
The Company currently intends to declare regular quarterly cash dividends, we well as variable dividends in accordance with the terms of our variable dividend policy.
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The declaration and payment of any future dividend, whether fixed, special or based on the variable policy will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations and other pertinent factors.
−Removed: During 2024, the Company’s Board of Directors has declared four quarterly cash dividends and a variable dividend on its Class A Common Stock.
+Added: During 2025, the Company’s Board of Directors declared four quarterly cash dividends on its Class A Common Stock.
These dividends totaling $ 1.00 per share and approximately $ 6.4 million were paid during 2025.
−Removed: During 2023, the Company’s Board of Directors declared four quarterly cash dividends and one special dividend on its Class A Common Stock.
−Removed: These dividends totaling $ 3.00 per share and approximately $ 18.6 million were accrued or paid during 2023.
+Added: During 2024, the Company’s Board of Directors declared four quarterly cash dividends and a variable dividend on its Class A Common Stock.
+Added: These dividends totaling $ 1.60 per share and approximately $ 10.0 million were paid during 2024.
+Added: Additionally, $ 12.5 million of dividends declared in the fourth quarter of 2023, were paid during 2024.
Stock-Based Compensation
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Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM.
−Removed: In 2024, we adopted ASU 2023-07, which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis.
−Removed: The CODM is regularly provided with financial information consistent with the Consolidated Statement of Income presented within.
−Removed: Specifically, the CODM utilizes consolidated operating income as profitability measures for purposes of marking operating decisions and assessing financial performance.
+Added: The CODM is regularly provided with financial information consistent with the Consolidated Statement of Income (Loss) presented within.
+Added: Specifically, the CODM utilizes consolidated operating income (loss) as profitability measures for purposes of marking operating decisions and assessing financial performance.
Further, the CODM reviews and utilizes station operating expense and corporate general and administrative expenses at the consolidated level to manage the Company’s operations.
−Removed: As a result of the adoption of ASU 2023-07, we have expanded our disclosures to include significant expenses within our station operating expense line on our Consolidated Statement of Income below.
−Removed: Other segment items included in the consolidated net income are interest expense, interest income, other (income) expenses, net and income tax (benefit) expense, which are reflected in the Consolidated Statement of Income.
+Added: Other segment items included in the consolidated net income are interest expense, interest income, other (income) expenses, net and income tax (benefit) expense, which are reflected in the Consolidated Statement of Income (Loss).
We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary.
Significant departmental expenses included in station operating expenses for the years ended December 31, 2025 and December 31, 2024 are as follows:
−Removed: Years Ended December 31,
−Removed: (In thousands, except per share data)
+Added: Twelve Months Ended December 31,
+Added: (In thousands)
Programming and Technical
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Station Operating Expense
−Removed: (1) Other includes production and news departments, advertising and promotional expense and station depreciation and amortization.
+Added: (1) Other includes production and news departments, advertising and promotional expense.
Earnings Per Share
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(In thousands, except per share data)
−Removed: Income allocated to unvested participating securities
−Removed: Net income available to common shareholders
+Added: Net (loss) income
+Added: (Loss) income allocated to unvested participating securities
+Added: Net (loss) income available to common shareholders
Denominator for basic earnings per share — weighted average shares
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Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions
−Removed: Earnings per share:
+Added: (Loss) income per share:
There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the years ended years ended December 31, 2025 and 2024, respectively.
The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on fluctuations in the stock price.
+Added: Reclassifications
+Added: Certain prior periods amounts have been reclassified to conform to the current year presentation.
+Added: These reclassifications had no effect on previously reported net income (loss).
Recent Accounting Pronouncements
New Accounting Pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis.
−Removed: ASU 2023-07 is effective for us for annual periods beginning after January 1, 2024 and interim periods beginning after January 1, 2025.
−Removed: The Company adopted this standard in the fourth quarter of 2024.
−Removed: The adoption of ASU-2023-07 did not have a significant impact on the Company’s financial results and operations but did add incremental financial statement disclosures.
−Removed: In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU “) 2023-09, “Income Taxes (Topic 740):
Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income rate reconciliation and income taxes paid.
ASU 2023-09 is effective for us for annual periods beginning after January 1, 2025.
−Removed: We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures.
+Added: The Company retrospectively adopted this standard beginning with the 2024 annual period.
+Added: The adoption of ASU-2023-09 did not have a significant impact on the Company’s financial results and operations but did add incremental financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
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Notes to Consolidated Financial Statements — (Continued)
−Removed: Revision of Previously Issued Consolidated Financial Statements
−Removed: The Company previously presented certain interactive or digital revenue net of expenses to third-party providers.
−Removed: After further review of the principal versus agent guidance in ASC 606, the Company determined it was acting as the principal and therefore should be presenting that digital revenue gross and including the expenses to third-party providers in station operating expense.
−Removed: Included in the adjustments below is the reclassification of these expenses out of net revenue and into station operating expense for the years ended December 31, 2024 and 2023 and the quarterly and year to date information for each quarter in 2023 and for the first three quarters in 2024.
−Removed: In order to assess materiality with respect to the adjustments, the Company considered Staff Accounting Bulletin (“SAB”) 99, Materiality and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements, and determined that the impact of the adjustments on prior period consolidated financial statements was immaterial.
−Removed: These reclassifications, both individually and in the aggregate, had no impact to previously reported retained earnings, operating income (loss), income (loss) before income tax expense, net income (loss), earnings (loss) per share, cash flows from operations, investing or financing activities, or the timing of cash payments for income taxes.
−Removed: The impact of the adjustments on our Consolidated Statements of Income for the nine months ended September 30, 2024 and the year ended December 31, 2023 and previously reported interim periods within those periods is as follows:
−Removed: Three Months Ended March 31, 2024
−Removed: Three Months Ended March 31, 2023
−Removed: (in thousands)
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: Net operating revenue
−Removed: Station operating expenses
−Removed: Corporate G&A
−Removed: Other operating expense (income), net
−Removed: Operating income (loss)
−Removed: Three Months Ended June 30, 2024
−Removed: Three Months Ended June 30, 2023
−Removed: (in thousands)
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: Net operating revenue
−Removed: Station operating expenses
−Removed: Corporate G&A
−Removed: Other operating expense (income), net
−Removed: Operating income (loss)
−Removed: Six Months Ended June 30, 2024
−Removed: Six Months Ended June 30, 2023
−Removed: (in thousands)
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: Net operating revenue
−Removed: Station operating expenses
−Removed: Corporate G&A
−Removed: Other operating expense (income), net
−Removed: Operating income (loss)
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Three Months Ended September 30, 2024
−Removed: Three Months Ended September 30, 2023
−Removed: (in thousands)
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: Net operating revenue
−Removed: Station operating expenses
−Removed: Corporate G&A
−Removed: Other operating expense (income), net
−Removed: Operating income (loss)
−Removed: Nine Months Ended September 30, 2024
−Removed: Nine Months Ended September 30, 2023
−Removed: (in thousands)
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: As Previously Reported on Form 10-Q
−Removed: Digital Expense Reclassification
−Removed: Net operating revenue
−Removed: Station operating expenses
−Removed: Corporate G&A
−Removed: Other operating expense (income), net
−Removed: Operating income (loss)
−Removed: Twelve Months Ended December 31, 2023
−Removed: (in thousands)
−Removed: As Previously Reported on Form 10-K
−Removed: Digital Expense Reclassification
−Removed: Net operating revenue
−Removed: Station operating expenses
−Removed: Corporate G&A
−Removed: Other operating expense (income), net
−Removed: Operating income (loss)
+Added: In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.
+Added: ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year.
+Added: The Company elected to early adopt this standard and it did not have a significant impact on the Company’s financial results and operations.
+Added: In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements”, (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve consistency of interim financial reporting.
+Added: The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.
+Added: ASU 2025-11 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods and early adoption is permitted.
+Added: The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.
+Added: In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, (“ASU 2025-12”), which provides for several updates to the codification.
+Added: The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted.
+Added: The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.
Nature of goods and services
5 unchanged sentences
Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by agency and are reported as a reduction of advertising revenue.
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Interactive Advertising Revenue
+Added: Digital Advertising Revenue
We recognize revenue from our digital initiatives across multiple platforms such as targeted display advertising, search engine management, search engine optimization, online promotions, advertising on our online news sites and websites and digital audio streams, mobile messaging, email marketing and other e-commerce.
3 unchanged sentences
The Company assesses each digital order to determine if the Company is operating as the principal or an agent.
−Removed: The Company currently operates as the principal for interactive revenue.
+Added: The Company currently operates as the principal for digital revenue with the exception of national streaming where we operate as the agent.
+Added: Saga Communications, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
Other Revenue
19 unchanged sentences
We evaluate our FCC licenses for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
−Removed: We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: assets held by an investor are broadcast licenses.
+Added: We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses.
The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market.
7 unchanged sentences
If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value.
+Added: The FCC license valuations are Level 3 non-recurring fair value measurements.
+Added: Saga Communications, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present.
The Company has one reporting unit for purposes of goodwill impairment testing.
−Removed: In 2024, the income approach was used and it is based upon a discounted cash flow analysis incorporating significant assumptions such as projected revenues including a projected long-term growth rate, projected operating margins, projected general and administrative expenses, and a discount rate appropriate for the industry.
−Removed: In 2023, we utilized the market approach.
−Removed: Under each approach, if the fair value of our reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds our reporting unit’s fair value.
+Added: The income approach was used and it is based upon a discounted cash flow analysis incorporating significant assumptions such as projected revenues including a projected long-term growth rate, projected operating margins, projected general and administrative expenses, and a discount rate appropriate for the industry.
+Added: Under the income approach, if the fair value of our reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds our reporting unit’s fair value.
The loss recognized will not exceed the total amount of goodwill allocated to our reporting unit.
+Added: The goodwill valuations are Level 3 non-recurring fair value measurements.
We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology.
6 unchanged sentences
Balance at December 31, 2024
+Added: Impairment Charge
Balance at December 31, 2025
2025 Impairment Test
−Removed: We completed our impairment annual impairment test of broadcast licenses during the fourth quarter of 2024 and determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our markets and, accordingly, no impairment was recorded.
+Added: We completed our impairment annual impairment test of broadcast licenses during the fourth quarter of 2025.
+Added: We elected to bypass the qualitative assessment on five of our markets that as of our last annual impairment testing had the least amount of variance between the estimated fair value and the carrying value and perform quantitative testing.
+Added: We performed a qualitative assessment on all of our remaining markets (reporting units).
+Added: As a result of the quantitative tests performed in the fourth quarter of 2025, the Company determined that the fair value of broadcast license was less than the carrying amount on the balance sheet and recorded non-cash impairment charges of $ 1,168,000 related to the FCC license at our Ithaca, New York market.
+Added: We determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our other markets tested and, accordingly, no impairment was recorded in any other market tested.
The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter ended 2025 and the fourth quarter of 2024.
1 unchanged sentence
In general, when comparing between 2025 and 2024:
−Removed: (1) the market specific operating profit margin range remained relatively consistent;
+Added: (1) the market specific operating profit margin range declined;
(2) the market long-term revenue growth rates decreased slightly;
+Added: (3) the discount rate decreased from 2024;
+Added: and (4) current year revenue projections decreased with amounts previously projected for 2025 for
Saga Communications, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: the discount rate decreased from 2023;
−Removed: and (4) current year revenue projections decreased with amounts previously projected for 2024.
+Added: the five markets quantitatively tested.
+Added: The impairment loss in our Ithaca, New York market was primarily due to a decrease in projected revenue.
Discount rates
1 unchanged sentence
17.8 % - 36.4
−Removed: 17.8 % - 36.4
Market long-term revenue growth rates
4 unchanged sentences
During the fourth quarter of 2024, we completed our annual impairment test of broadcast and determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our markets and, accordingly, no impairment was recorded.
−Removed: During the fourth quarter of 2024 and 2023, the Company performed its annual impairment test of goodwill in accordance with ASC 350 and determined that the fair value was in excess of its carrying value and, accordingly, no impairment was recorded.
−Removed: The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter ended 2024:
+Added: During the fourth quarter of 2025, the Company performed its annual test of goodwill in accordance with ASC 350 and determined that the fair value of goodwill was less than the carrying amount on the balance sheet and recorded a non-cash impairment charge of $ 19,229,000 , representing the full carrying value of goodwill associated with the reporting unit.
+Added: The impairment was driven by lower than expected revenue growth seen in the fourth quarter of 2025 for our radio advertising revenue and the radio industry as a whole which resulted in less than favorable market projections and operating profit margins used in our annual impairment calculation performed in the fourth quarter.
+Added: Following the impairment charge, no goodwill remains recorded for the reporting unit.
+Added: The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter of 2025:
Discount rate
Operating profit margin ranges
+Added: Long-term revenue growth rate
+Added: During the fourth quarter of 2024, the Company performed its annual impairment test of goodwill in accordance with ASC 350 and determined that the fair value was in excess of its carrying value and, accordingly, no impairment was recorded.
+Added: The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter of 2024:
+Added: Discount rate
+Added: Operating profit margin ranges
19.7 % - 27.0
Long-term revenue growth rate
−Removed: If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize additional impairment charges in future periods.
−Removed: Such a charge could have a material effect on our consolidated financial statements.
−Removed: We will continue to monitor potential triggering events and perform the appropriate analysis when deemed necessary.
Saga Communications, Inc.
4 unchanged sentences
Balance at December 31, 2024
+Added: Impairment Charge
Balance at December 31, 2025
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
Other Intangible Assets
13 unchanged sentences
Total amortizable intangible assets
−Removed: Aggregate amortization expense for these intangible assets for the years ended years ended December 31, 2024 and 2023, was $ 270,000 and $ 42,000 , respectively.
+Added: Aggregate amortization expense for these intangible assets for the years ended December 31, 2025 and 2024, was $ 350,000 and $ 270,000 , respectively.
Our estimated annual amortization expense for the years ending December 31, 2026, 2027, 2028, 2029 and 2030 is $ 355,000 , $ 106,000 , $ 28,000 , $ 24,000 and $ 14,000 , respectively.
8 unchanged sentences
(In thousands)
+Added: In connection with the Sale-Leaseback Transaction described in Note 16, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A.
+Added: and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $ 50,000,000 to $ 40,000,000 , and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral.
On December 19, 2022, we entered into a Third Amendment to our Credit Facility, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points.
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.
−Removed: Approximately $ 266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility.
−Removed: These debt issuance costs are included in other assets, net in the consolidated balance sheets.
−Removed: As a result of the Second Amendment, we incurred an additional $ 120,000 of transaction fees related to the Credit Facility that were capitalized.
−Removed: As a result of the Third Amendment, the Company incurred an additional $ 161,000 of transaction fees related to the Credit Facility that were capitalized.
−Removed: The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.
Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR ( 3.87 % at December 31, 2025), plus 1 % to 2 % or the base rate plus 0 % to 1 % .
1 unchanged sentence
Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25 % per annum payable to the issuing bank.
−Removed: Under the Third Amendment, we now pay quarterly commitment fees of 0.25 % per annum on the unused portion of the
+Added: Under the Third Amendment, we now pay quarterly commitment fees of 0.25 % per annum on the unused portion of the Credit Facility.
+Added: We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Revolving Credit Facility.
Saga Communications, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: Credit Facility.
−Removed: We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Revolving Credit Facility.
The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 2025) 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.
4 unchanged sentences
Cash paid during the period for:
+Added: Federal income taxes (net of refunds)
+Added: State income taxes (net of refunds)
Non-cash transactions:
1 unchanged sentence
Barter expense
−Removed: Acquisition of property and equipment
+Added: Non-cash rent expense
+Added: Prepaid rent received as part of sale and lease back transaction
Use of treasury shares for 401(k) match
−Removed: An income tax expense of $ 1,110,000 was recorded for the year ended December 31, 2024 compared to income tax expense of $ 3,375,000 for the year ended December 31, 2023.
+Added: On July, 4, 2025, new tax law was signed known as the One Big Beautiful Bill Act (“OBBBA”), providing permanent extension for several business tax provisions originally enacted under the Tax Law and Jobs Act and introduced significant changes to the U.S.
+Added: federal income tax system, effective beginning with the 2025 calendar year.
+Added: Key provisions of the legislation include the restoration of 100% bonus depreciation.
+Added: The Company recorded the impacts of the new OBBBA tax provisions in its financial statements for 2025.
+Added: The primary impact of the legislation was increased tax amortization and depreciation.
+Added: An income tax benefit of $ 2,570,000 was recorded for the year ended December 31, 2025 compared to income tax expense of $ 1,110,000 for the year ended December 31, 2024.
The effective tax rate was approximately 24.5 % for the year ended December 31, 2025 compared to 24.3 % for the year ended December 31, 2024.
24 unchanged sentences
At December 31, 2025 and 2024, net deferred tax liabilities include a deferred tax asset of $ 2,953,000 and $ 3,495,000 , respectively, relating to deferred compensation, stock-based compensation expense, accrued compensation, lease liabilities, the allowance for credit losses, and other accrued expenses.
+Added: Saga Communications, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
The significant components of the provision for income taxes are as follows:
2 unchanged sentences
Total current
−Removed: Total deferred
−Removed: Total Income Tax Provision
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: The reconciliation of income tax at the U.S.
−Removed: federal statutory tax rates to income tax expense (benefit) is as follows:
+Added: Total deferred (benefit)
+Added: Total Income Tax Provision (Benefit)
+Added: The reconciliation of income tax on income (loss) computed at the U.S.
+Added: federal statutory tax rates to the recorded income tax expense (benefit) for the Company is as follows:
Years Ended December 31,
2 unchanged sentences
statutory rates
−Removed: State tax expense, net of federal benefit
−Removed: Tax benefit on executive compensation
+Added: State tax expense (benefit), net of federal benefit (1)
+Added: Nontaxable or nondeductible items
Tax expense on deficit from restricted stock vesting
Tax benefit from dividends paid on restricted stock
−Removed: The 2024 effective tax rate exceeds the federal statutory rate primarily due to the inclusion of state taxes in the income tax amount offset by a permanent benefit difference primarily relating to executive compensation and the transfer of a split dollar life insurance policy to the estate of our former CEO that resulted in a permanent difference between book and taxable income.
+Added: Other nontaxable and nondeductible items, net
+Added: Other adjustments
+Added: Income tax (benefit) expense
+Added: (1) In 2025, state taxes in Massachusetts, Wisconsin and Virginia make up the majority of the tax effect in this category.
+Added: In 2024, state taxes in Massachusetts, Wisconsin, Virginia and New Hampshire make up the majority of the tax effect in this category.
The 2025 effective tax rates exceed the federal statutory rate primarily due to non-deductible compensation related expenses and state income taxes.
+Added: The 2024 effective tax rate exceeds the federal statutory rate primarily due to the inclusion of state taxes in the income tax amount offset by a permanent benefit difference primarily relating to executive compensation and the transfer of a split dollar life insurance policy to the estate of our former CEO that resulted in a permanent difference between book and taxable income.
The Company files income taxes in the U.S.
2 unchanged sentences
federal examinations by the Internal Revenue Service (IRS) for years prior to 2023.
−Removed: The Company is subject to examination for income and non-income tax filings in various states and are currently undergoing an examination of our U.S.
−Removed: Federal Income tax return for 2022.
+Added: The Company is subject to examination for income and non-income tax filings in various states and federal income tax.
As of December 31, 2025, and 2024 there were no accrued balances recorded related to uncertain tax positions.
−Removed: We classify income tax-related interest and penalties that are related to income tax liabilities as a component of income tax expense.
−Removed: For the year ended December 31, 2024 and 2023, we had $ 2,000 and $-, respectively, in tax-related interest and penalties and had $ 0 accrued at December 31, 2024 and 2023.
Saga Communications, Inc.
Notes to Consolidated Financial Statements — (Continued)
+Added: We classify income tax-related interest and penalties that are related to income tax liabilities as a component of income tax expense.
+Added: For the year ended December 31, 2025 and 2024, we had $ 362 and $ 2,000 , respectively, in tax-related interest and penalties and had $ 0 accrued at December 31, 2025 and 2024.
Stock-Based Compensation
5 unchanged sentences
The Second Restated 2005 Plan allowed for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors.
+Added: As of December 31, 2025, there are no longer any unvested restricted stock awards for the Second Restated 2005 Plan.
The number of shares of Common Stock that was allowed to be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock were to be issued pursuant to incentive stock options and 370,000 Class A Common Stock were to be issued upon conversion of Class B Common Stock.
17 unchanged sentences
When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures.
+Added: Saga Communications, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
All stock options were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the years ended December 31, 2025 and 2024.
3 unchanged sentences
Treasury yield curve in effect at the time of grant.
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
There were no options granted during 2025 and 2024 and there were no stock options outstanding as of December 31, 2025.
6 unchanged sentences
Weighted average remaining contractual life (in years)
−Removed: The weighted average grant date fair value of restricted stock that granted during 2024 and 2023 was $ 2,107,000 and $ 2,850,000 , respectively.
The net value of unrecognized compensation cost related to unvested restricted stock awards aggregated $ 3,552,000 and $ 4,264,000 at December 31, 2025 and 2024, respectively.
14 unchanged sentences
Deferred compensation expense for the years ended December 31, 2025 and 2024 was $ 307,000 and $ 332,000 , respectively.
+Added: Deferred compensation liability for the years ended December 31, 2025 and 2024 was $ 2.9 million and $ 2.4 million, respectively.
We invest in company-owned life insurance policies to assist in funding these programs.
4 unchanged sentences
Acquisitions and Dispositions
−Removed: The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition.
+Added: The consolidated statements of income (loss) include the operating results of the acquired stations from their respective dates of acquisition.
All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates.
2 unchanged sentences
Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach.
+Added: 2025 Dispositions
+Added: On February 18, 2025, we submitted a request to the FCC to cancel our FCC license for WVAX-AM located in our Charlottesville, Virginia market.
+Added: We recorded a $ 19,000 loss on the disposal in our other operating (income) expense , net line item on our Consolidated Statement of Income (Loss).
Saga Communications, Inc.
16 unchanged sentences
for $ 150,000 .
−Removed: We recorded a $ 20,000 loss on the sale in our other operating (income) expense , net line on our Consolidated Statement of Operations.
+Added: We recorded a $ 20,000 loss on the sale in our other operating (income) expense , net line on our Consolidated Statement of Income (Loss) .
On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $ 10,000 .
−Removed: We recorded a $ 147,000 loss on the sale in our other operating (income) expense , net line item on our Consolidated Statement of Operations.
+Added: We recorded a $ 147,000 loss on the sale in our other operating (income) expense , net line item on our Consolidated Statement of Income (Loss) .
On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market.
−Removed: We recorded an $ 800,000 loss on the disposal in our other operating (income) expense, net line item on our Consolidated Statement of Operations.
−Removed: 2023 Dispositions
−Removed: On February 28, 2023, we closed on an agreement to sell WPVQ-AM located in our Greenfield, Massachusetts market to Hampden Communications Corp for $ 2,000 .
−Removed: We recorded a $ 43,000 loss on the sale in our other operating (income) expense , net line item on our Consolidated Statement of Operations.
−Removed: On March 20, 2023, we submitted a request to the FCC to cancel our FCC license for WHMQ-AM located in our Greenfield, Massachusetts market.
−Removed: We recorded a $ 22,000 loss on the disposal in our other operating (income) expense, net line items in our Consolidated Statement of Operations.
+Added: We recorded an $ 800,000 loss on the disposal in our other operating (income) expense, net line item on our Consolidated Statement of Income (Loss) .
Saga Communications, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: Condensed Consolidated Balance Sheet of 2024 and 2023 Acquisitions:
−Removed: The following condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2024 and 2023 acquisitions at their respective acquisition dates.
+Added: Condensed Consolidated Balance Sheet of 2024 Acquisitions:
+Added: The following condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2024 acquisitions at their respective acquisition dates.
The allocation of the purchase price for the 2024 acquisition is final at December 31, 2024.
−Removed: Condensed Consolidated Balance Sheet of 2024 and 2023 Acquisitions
+Added: Condensed Consolidated Balance Sheet of 2024 Acquisitions
Acquisitions in
15 unchanged sentences
Pro Forma Results of Operations for Acquisitions (Unaudited)
−Removed: The following unaudited pro forma results of our operations for the years ended December 31, 2024 and 2023 assume the 2024 acquisitions occurred as of January 1, 2023.
+Added: The following unaudited pro forma results of our operations for the year ended December 31, 2024 assume the 2024 acquisitions occurred as of January 1, 2024.
The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects.
The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations that would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future.
−Removed: Years Ended December 31,
(In thousands, except per share data)
3 unchanged sentences
Corporate general and administrative
−Removed: Other operating expense (income), net
−Removed: Operating income
+Added: Depreciation and amortization
+Added: Other operating (income) expense, net
+Added: Operating (loss) income
Interest expense
Interest income
−Removed: Other income, net
−Removed: Income before income tax expense
−Removed: Income tax expense (benefit)
−Removed: Earnings per share:
+Added: (Loss) income before income tax expense
+Added: Income tax (benefit) expense
+Added: Net (loss) income
+Added: (Loss) income per share:
Related Party Transactions
−Removed: Christian’s Employment Agreement
−Removed: On January 25, 2022, we entered into a third amendment (the “2022 Amendment”) to the employment agreement with Edward K.
−Removed: Christian dated June 1, 2011 (the “2011 employment agreement”), which had previously been amended on February 12, 2016 (the “2016 amendment”) and on February 26, 2019 (the “2019 amendment”).
−Removed: The 2011 employment agreement, as amended by the 2016 amendment, the 2019 amendment, and the 2022 amendment, is referred to herein as the “amended 2011 employment agreement.” The 2022 amendment extended Mr.
−Removed: Christian’s employment with the Company from March 31, 2025 to March 31, 2027 and made certain changes to the 2011 employment agreement to cause it to be compliant with Section 409A of the Internal Revenue Code.
−Removed: Pursuant to the amended 2011 employment agreement, we paid Mr.
−Removed: Christian a salary at the rate of $ 860,000 per year, adjusted as discussed in the next paragraph below.
−Removed: Christian was permitted to defer any or all of his annual salary.
−Removed: Additionally, the Company was authorized to pay for Mr.
−Removed: Christian’s tax preparation services on an annual basis, the amount of which was subject to income tax as additional compensation.
−Removed: Pursuant to the 2011 employment agreement, commencing on June 1, 2012, and each anniversary thereafter, the Compensation Committee was required to determine in its discretion the amount of any increase in Mr.
−Removed: Christian’s then existing
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: annual salary;
−Removed: provided, however, that such increase would not be less than the greater of 3 % or a cost of living increase based on the consumer price index.
−Removed: Pursuant to the 2016 amendment, the amended 2011 employment agreement provided that such increase in Mr.
−Removed: Christian’s then existing salary would not be less than the greater of 4 % or a cost of living increase based on the consumer price index.
−Removed: The amended 2011 employment agreement also provided that Mr.
−Removed: Christian was eligible for equity awards under the 2005 Incentive Compensation Plan as shall be approved by the Compensation Committee and bonuses in such amounts as shall be determined pursuant to the terms of the CEO Plan or as otherwise determined by the Compensation Committee in its discretion based on the performance of the Company and the accomplishments of objectives established by the Compensation Committee in consultation with Mr.
−Removed: Under the amended 2011 employment agreement, Mr.
−Removed: Christian was eligible to participate, in accordance with their terms, in all medical and health plans, life insurance, profit sharing, 401(k) Plan, pension, and such other employment benefits as are maintained by the Company or its affiliates for other key employees performing services.
−Removed: During the term of the employment agreement, the Company was required to maintain all existing policies of insurance on Mr.
−Removed: Christian’s life, including the existing split dollar policy.
−Removed: The Company was also required to pay for Mr.
−Removed: Christian to participate in an executive medical plan and to maintain its existing medical reimbursement policy.
−Removed: Christian was also furnished with an automobile and other fringe benefits as have been afforded him in the past or as are consistent with his position.
−Removed: In addition, the Company agreed to maintain an office for Mr.
−Removed: Christian in Sarasota County, Florida.
−Removed: The 2016 amendment increased the paid vacation time awarded to Mr.
−Removed: Christian on the anniversary date of the 2011 employment agreement from four weeks to six weeks of paid vacation.
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
Payments Under the Principal Shareholder Employment Agreement
−Removed: The amended 2011 employment agreement terminated upon Mr.
−Removed: Christian’s death on August 19, 2022.
−Removed: As a result of his passing the Company was required to make several payments to his estate as outlined in his employment agreement, and described above.
−Removed: In accordance with ASC 712-10-25, Nonretirement Postemployment Benefits , we accrued all necessary expenses as of September 30, 2022.
−Removed: As a result of our contractual obligations under the Mr.
−Removed: Christian’s agreement, Mr.
−Removed: Christian’s estate was the beneficiary of a gross amount of approximately $ 5.8 million in cash, common stock and a life insurance policy of which $ 3.9 million was recorded upon his passing in the third quarter of 2022, and $ 1.9 million had been accrued for in previous periods.
−Removed: The estate was the beneficiary of a lump-sum payment of his current base salary plus accrued unused vacation time totaling $ 1.9 million which was paid in October 2022.
−Removed: Christian’s estate was also provided with a prorated bonus that Mr.
−Removed: Christian earned of approximately $ 633,000 which was paid in March 2023.
−Removed: Christian had approximately $ 65,000 withheld as deferred compensation that was paid to the estate in January 2023.
−Removed: Additionally, under the agreement, any award previously granted under the Company’s 2005 Incentive Compensation Plan were immediately vested and provided to the estate.
−Removed: At the date of Mr.
−Removed: Christian’s passing, he had approximately 55,000 shares of unvested restricted stock that immediately vested at a price of $ 24.80 for a total of $ 1.4 million in common stock received by the estate.
−Removed: Christian’s estate is now the beneficiary of the Split Dollar life insurance policy that had a cash surrender value of approximately $ 1,029,000 at the time of transfer.
−Removed: Under the agreement, the Company is responsible to pay the estate’s income tax obligation relating to the transfer of the life insurance policy and as such, recorded $ 500,000 in the fourth quarter of 2024 when the transfer of the policy occurred.
−Removed: Lastly, under the agreement, the Company shall continue to pay for the healthcare coverage and life insurance premiums for Mr.
+Added: Following the passing of Mr.
+Added: Christian on August 19, 2022, the Company was required to make several payments to his estate as outlined in his employment agreement and disclosed previously.
+Added: Under the agreement, the Company was responsible to pay the estate’s income tax obligation relating to the transfer of a split dollar life insurance policy and as such, recorded $ 480,000 in the fourth quarter of 2024 when the transfer of the policy occurred.
+Added: The payment was made to the estate on July 31, 2025.
+Added: Additionally, under the agreement, the Company shall continue to pay for the healthcare coverage and life insurance premiums for Mr.
Christian’s spouse for ten years which totals approximately $ 800,000 .
3 unchanged sentences
Forgy’s employment agreement had an initial term of three years , and in December 2024, pursuant to the agreement, we and Mr.
−Removed: Forgy mutually agreed to extend the term for the additional two years (the “renewal period”).
+Added: Forgy mutually agreed to extend the term for the
+Added: Saga Communications, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: additional two years (the “renewal period”).
Under the agreement, Mr.
13 unchanged sentences
Forgy’s employment is terminated by us for cause, if he resigns without good reason, or if his employment terminates by reason of death or disability, he will receive any accrued but unpaid base salary and any benefits under the Company’s benefit plans (the “accrued amounts.”)
−Removed: Saga Communications, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
Forgy’s employment is terminated by us without cause or if he resigns for good reason, he will receive the accrued amounts;
16 unchanged sentences
Christian, our former President, CEO and Chairman.
+Added: In September 2025, Wayne Leland, Senior Vice President/Chief Operating Officer, entered into a Change in Control Agreement with the Company.
A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30 % of the combined voting power of the Company’s then outstanding securities and Mr.
1 unchanged sentence
(b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50 % of the combined voting securities of the Company or such surviving entity;
−Removed: or (c) the approval of the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.
+Added: or (c) the approval of the shareholders of the Company of a plan of
Saga Communications, Inc.
Notes to Consolidated Financial Statements — (Continued)
+Added: complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.
If there is a change in control, the Company shall pay a lump sum payment within 45 days of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus paid.
12 unchanged sentences
Chrisian passed away in August 2022 which resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust, of which Edward K.
−Removed: Christian’s surviving spouse, and Eric Christian’s mother is the trustee of.
+Added: Christian’s surviving spouse, and Eric Christian’s mother serves as co-trustee.
The estate owns approximately 14.0 % of the Common Stock outstanding.
1 unchanged sentence
Christian estate.
+Added: In October 2025, we employed Wendy Wagner, stepdaughter of Christoper S.
+Added: Forgy, our President and CEO, as our Human Resources Manager.
+Added: The Board of Directors approved the employment of Wendy Wagner.
As previously disclosed, the passing of our founder and former Chairman, President and CEO Edward K.
11 unchanged sentences
The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors.
−Removed: The Board of Directors consisted of seven members at December 31, 2024.
−Removed: Currently, our Board of Directors consists of seven members.
+Added: The Board of Directors consisted of eight members at December 31, 2025.
+Added: Currently, our Board of Directors consists of eight members.
Holders of Common Stock are not entitled to cumulative voting in the election of directors.
12 unchanged sentences
As of December 31, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced.
−Removed: ROU assets are classified within other intangibles, deferred costs and investments, net on the consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities.
+Added: ROU assets are classified as operating right of use assets on the consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities.
Leases with an initial term of 12 months or less are not recorded on the balance sheet.
ROU assets were $ 10.3 million and $ 6.9 million at December 31, 2025 and 2024, respectively.
−Removed: Lease liabilities were $ 7.3 million and $ 7.3 million at December 31, 2024 and 2023, respectively.
+Added: Lease liabilities were $ 5.4 million and $ 7.3 million at December 31, 2025 and 2024, respectively, of which $ 1.4 million and $ 1.5 million were current lease liabilities and $ 4.0 million and $ 5.8 million were long-term lease liabilities at December 31, 2025 and 2024, respectively.
During the year ended December 31, 2025, we recorded additional ROU assets under operating leases of $ 5,713,000 , which is a non-cash transaction.
+Added: New ROU assets consist of $ 5,244,000 that were added as a result of our Sale-Leaseback transaction as described in Note 16 and the remaining $ 468,000 ROU assets were added are a result of normal operating activities.
Payments on lease liabilities during the year ended December 31, 2025 and 2024 totaled $ 1,861,000 and $ 1,883,000 , respectively.
6 unchanged sentences
Years Ending December 31,
−Removed: Total lease payments (a)
−Removed: Present value of lease liabilities (c)
+Added: Total lease payments (b)
+Added: Present value of lease liabilities (d)
(a) Lease payments include options to extend lease terms that are reasonably certain of being exercised.
5 unchanged sentences
We incur fees from performing rights organizations (“PRO”) to license our public performance of the musical works contained in each PRO’s repertory.
−Removed: The Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, (1) entered into an Interim License Agreement with American Society of Composers, Authors and Publishers that was effective January 1, 2022 and will remain in effect until the date on which the parties reached agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026;
−Removed: (2) entered into an Interim License Agreement with Broadcast Music, Inc.
−Removed: that was effective January 1, 2022 and will remain in effect until the date on which the parties reached agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026;
−Removed: (3) reached an agreement with the Society of European Stage Authors and Composers after arbitration in November 2024 that is retroactive to January 2023 for a blanket fee from 2023-26 and (4) in February 2022, RMLC and Global Music Rights (“GMR”) announced that the conditions of their agreement to settle the GMR-RMLC antitrust and/or unfair competition litigations had been reached and we have entered into an agreement with GMR.
+Added: As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, entered into Interim License Agreements with both the American Society of Composers, Authors and Publishers (“ASCAP”) and the Broadcast Music, Inc.
+Added: (“BMI”) that were effective January 1, 2022 and remained in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026.
+Added: On August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York.
+Added: The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029.
+Added: During the third quarter of 2025, the Company recorded an aggregate of approximately $ 2.2 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Consolidated Statement of Income (Loss).
+Added: The RMLC has also reached an agreement with the Society of European Stage Authors and Composers after arbitration in November 2024 that is retroactive to January 2023 for a blanket fee from 2023-26 and in February 2022, RMLC and Global Music Rights (“GMR”) announced that the conditions of their agreement to settle the GMR-RMLC antitrust and/or unfair competition litigations had been reached and we have entered into an agreement with GMR.
To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies).
1 unchanged sentence
From time to time, SoundExchange notifies us that certain calendar years are subject to routine audits of our royalty payments.
+Added: We were notified in December 2025 that we are under audit by SoundExchange for the years ended 2022, 2023 and 2024.
The results of such audits could result in higher royalty payments for the subject years.
There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future.
−Removed: In addition, Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.
+Added: In addition, Congress may consider and adopt
Saga Communications, Inc.
Notes to Consolidated Financial Statements — (Continued)
+Added: legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.
Contingencies
18 unchanged sentences
We have certain assets that are measured at fair value on a non-recurring basis under the circumstances and events described in Note 3 — Broadcast Licenses, Goodwill and Other Intangibles, and are adjusted to fair value only when the carrying values are more than the fair values.
−Removed: During the fourth quarter of 2024, we reviewed the fair value of the assets that are measured at fair value on a non-recurring basis and concluded that these assets were not impaired as the fair value of these assets equaled or exceeded their carrying values.
+Added: During the fourth quarter of 2025, the Company wrote down the Ithaca, New York broadcast license with a carrying value of $ 4,181,000 to its fair value of $ 3,013,000 , resulting in a non-cash impairment charge of $ 1,168,000 .
+Added: During the fourth quarter of 2025, the Company wrote down our entire goodwill balance of $ 19,229,000 , resulting in a non-cash
Saga Communications, Inc.
Notes to Consolidated Financial Statements — (Continued)
+Added: impairment charge of $ 19,229,000 .
+Added: Both of these non-cash impairment charges are included in the net loss at December 31, 2025.
During the fourth quarter of 2024, we reviewed the fair value of the assets that are measured at fair value on a non-recurring basis and concluded that these assets were not impaired as the fair value of these assets equaled or exceeded their carrying values.
+Added: During the fourth quarter of 2025, we measured our prepaid rent at fair value on a non-recurring basis under the Sale-Leaseback Transaction described in Note 16 – Sale Leaseback Transaction for the tower sale and subsequent lease of tower space.
Additionally, we measured Property, Plant and Equipment and Broadcast License at fair value on a non-recurring basis under the circumstances and events described in Note 9 – Acquisitions and Dispositions for our Lafayette, Indiana market purchase during 2024.
1 unchanged sentence
Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial statements.
+Added: During the fourth quarter of 2025, we sold a portion of land at our KSPZ tower site in Des Moines, Iowa.
+Added: We received $ 208,000 in cash proceeds for the property, resulting in a gain of $ 179,000 , which is recorded in other operating (income) expense, net, in the Company’s Consolidated Statement of Income (Loss).
+Added: During the year ended December 31, 2025, we had weather-related damages in Illinois, Ohio and South Carolina and damage to a vehicle in Virginia.
+Added: The Company’s insurance policy provides coverage for repairs and replacements.
+Added: As a part of the insurance settlement, the Company received cash proceeds of $ 105,000 , resulting in a gain of $ 105,000 , which is recorded in other (income) expense, net, in the Company’s Consolidated Statement of Income (Loss).
During the third and fourth quarters of 2024, we had weather-related damages.
The Company’s insurance policy provides coverage for repairs and replacements.
−Removed: As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $ 383,000 , resulting in a gain of $ 383,000 , which is recorded in other (income) expense, net, in the Company’s Consolidated Statements of Income.
+Added: As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $ 383,000 , resulting in a gain of $ 383,000 , which is recorded in other (income) expense, net, in the Company’s Consolidated Statements of Income (Loss).
During the second quarter of 2024, the Company received $ 1,133,000 related to the sale of an investment in Broadcast Music, Inc.
(“BMI”) and recorded a gain of $ 1,133,000 .
−Removed: The gain on sale of investment is recorded in other (income) expense, net in the Company’s Consolidated Statement of Operations.
−Removed: In 2012, Congress mandated that the FCC conduct an incentive auction of broadcast television spectrum as set forth in the Middle Class Tax Relief and Job Creation Act of 2012 ("Spectrum Act").
−Removed: The Spectrum Act authorized the FCC to conduct incentive auctions in which licensees could voluntarily relinquish their spectrum usage rights in order to permit the assignment by auction of new initial licenses subject to flexible use service rules, in exchange for a portion of the resulting auction proceeds.
−Removed: The Spectrum Act appropriated $1.75 billion to the TV Broadcaster Relocation Fund ("Reimbursement Fund") for costs reasonably incurred by Full Power and Class A broadcast television licensees reassigned to new channels ("repack"), as well as Multichannel Video Programming Distributors ("MVPDs") that incurred costs related to continuing to carry the signals of reassigned broadcast stations.
−Removed: The 2018 Reimbursement Expansion Act appropriated $1 billion in additional funds for the Reimbursement Fund and expanded eligible entities for reimbursement to include FM stations affected by the repack.
−Removed: During the first quarter of 2023, we received approximately $ 115,000 in reimbursement for our FM stations.
−Removed: This reimbursement was recorded in other (income) expense, net in the Company’s Consolidated Statement of Operations.
−Removed: We do not anticipate receiving any additional reimbursements related to this.
+Added: The gain on sale of investment is recorded in other (income) expense, net in the Company’s Consolidated Statement of Income (Loss).
+Added: Sale-Leaseback Transaction
+Added: On October 17, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, GTC Uno, LLC (“GTC”) and certain of the Company’s subsidiaries (the “Subsidiaries”), under which the Subsidiaries agreed to sell 24 telecommunications towers and related real property and other assets located at 22 sites (the “GTC Assets”) for a total cash purchase price of approximately $ 10.7 million (the “Sale-Leaseback Transaction”).
+Added: The Purchase Agreement contains customary representations and warranties made by the Company, GTC and the Subsidiaries.
+Added: On the Closing Date, the parties closed on the sale of the 22 tower sites.
+Added: Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $ 10.1 million were paid to the
+Added: Saga Communications, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: Company, with the remaining purchase price of $ 400 thousand remaining in escrow and not controlled by the Company as of year-end.
+Added: Several towers had underlying land leases requiring consent to the sale by the land-owners.
+Added: There was one tower with a consent pending as of year-end, as the other were received prior to the sale and three were received during the fourth quarter of 2025.
+Added: The Company anticipates that the remaining escrowed funds will be released within the 2 nd quarter of 2026 upon receipt of landlord consent to assign the leases on the real property where the tower is located.
+Added: To the extent such consent is not received, within six months of the Closing Date, title for that site will revert to the applicable Subsidiary.
+Added: Simultaneously with the closing, each Subsidiary entered into an Antenna Site Lease Agreement (a “Lease”) with GTC for the Company’s continued use of the towers that were sold, pursuant to which the Subsidiaries have agreed to make annual lease payments of $ 1.00 per annum.
+Added: Each Lease has a term of 25 years.
+Added: The Company evaluated the Sale-Leaseback transaction under the sale-leaseback guidance in ASC 842-40 and concluded that the transfer of the properties qualified as sales because control of the assets transferred to the buyer-lessor in accordance with the guidance in ASC 606, with the exception of the one tower pending receipt of consent.
+Added: The Company evaluated the lease classification criteria in ASC 842 and determined that the leasebacks are classified as operating leases.
+Added: As the contractual lease payments are nominal annual payments of $ 1 per lease, the present value of lease payments was not material and therefore no lease liability was recorded.
+Added: In accordance with ASC 842, the Company determined that the Sale-Leaseback transaction was not at fair value based on the difference between the present value of the lease payments and the present value of market rental payments.
+Added: As such, the Company adjusted the sales price of the assets to recognize the prepayment of the rent, which is included within the right-of-use assets recorded at the time of the sale and lease commencement.
+Added: The prepaid rent is amortized on a straight-line basis over the 25 -year lease terms and recognized within station operating expenses in the accompanying consolidated statements of income (loss).
+Added: The estimated market rent was based on comparable third-party leases, including rent escalation provisions and then discounted to present value using a rate of 9.75 % .
+Added: The difference between the present value of the contractual lease payments and the present value of market lease payments was determined to be $ 5.2 million.
+Added: This amount was recorded as prepaid rent and added to the net cash proceeds from the sale after expenses of $ 9.85 million to determine the adjusted sales price of $ 15.1 million for purposes of calculating the gain on the sale.
+Added: These proceeds do not include approximately $ 400 thousand being held in escrow, noted above.
+Added: At the time of the transaction, the carrying value of the towers was approximately $ 3.5 million for the 23 towers that closed as of December 31, 2025.
+Added: The Company recognized a gain on sale of $ 11.6 million.
+Added: This gain is included in Other operating (income) expense, net in the accompanying consolidated statement of income (loss) for the year ended December 31, 2025.
+Added: As of December 31, 2025, the carrying value of the prepaid rent included in the right-of-use asset associated with the sale-leaseback transaction was $ 5.2 million.
+Added: The activity related to the prepaid rent associated with the sale-leaseback transaction for the year ended December 31, 2025 was as follows (in thousands):
+Added: Prepaid rent at lease commencement
+Added: Amortization expense (non-cash rent expense)
+Added: Prepaid rent at December 31, 2025
+Added: Subsequent to year-end, in the second quarter of 2026, the Company entered into amendments to the existing Purchase Agreement and related lease arrangements (the “Amendments”) with GTC to align the previously executed documents with the intended economic substance of the transaction.
+Added: Under the Amendments the Purchase Agreement was modified to provide for a $ 15.9 million purchase price which includes the $ 10.7 million up front cash payment that was previously received upon original closing, consistent with the original Purchase Agreement and new promissory
+Added: Saga Communications, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: notes totaling $ 5.2 million.
+Added: In addition, the original lease agreements were modified to provide for market rent payments over the 25-year original lease terms.
+Added: The amendments to the lease arrangements have been evaluated and determined to represent lease modifications in accordance with ASC 842, Leases .
+Added: Upon the modification of the lease agreements in Q2 of FY2026, the Company will record right-of-use assets and lease liabilities using the Company’s incremental borrowing rate on the date of modification.
+Added: Based on the Amendments, the sale leaseback transaction is determined to be at fair value as the present value of contractual lease payments equals the present value of market lease payments.
+Added: As a result, the previously recognized prepaid rent of $ 5.2 million will be derecognized.
+Added: In accordance with ASC 610-20 Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, the notes receivable now included within the purchase price will be recorded at fair value in Q2 of FY2026 when the notes becomes enforceable.
+Added: The notes receivable bears an interest rate of 9.3 % , which is materially consistent to the Company’s incremental borrowing rate at the time of the Amendments.
+Added: The lease payments under the amended lease agreements and principal and interest payments under the notes receivable are determinable and contractually consistent in amount and timing.
+Added: The agreements include legally enforceable rights to offset, which both parties intent to exercise.
+Added: As such, the notes receivable and operating lease liabilities based on the Amendments qualify for offsetting in accordance with ASC 210-20, Balance Sheet – Offsetting.
+Added: Based on the above, there is no material change to financial position or results of operations based on the Amendments to the Company’s initial accounting for the Purchase Agreement.
Subsequent Events
1 unchanged sentence
This dividend, totaling approximately $ 1,600,000 , was paid on March 20, 2026 to shareholders of record on February 26, 2026 .
+Added: See Note 16 – Sale Leaseback Transaction for a discussion of certain Amendments to the Company’s sale-leaseback transaction.
EXHIBIT INDEX
Articles of Incorporation of Saga Communications Reincorporation, Inc .
−Removed: Bylaws, as amended April 16, 2020 .
+Added: Amended and Restated Bylaws .
Description of the Company’s Securities
42 unchanged sentences
Nonqualified Deferred Compensation Plan Trust Agreement Effective December 2024
+Added: Change in Control Agreement of Wayne Leland dated as of September 30, 2025 .
+Added: Fourth Amendment to Credit Agreement, dated October 17, 2025, entered into between the Company, Agent and the Lenders
Saga Communications, Inc.
2 unchanged sentences
Consent of Crowe LLP .
−Removed: Consent of UHY LLP .
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
−Removed: Filed herewith.
+Added: Filed/furnished herewith.
Exhibit filed with the Company’s Registration Statement on Form S-1 (File No.
24 unchanged sentences
Exhibit filed with the Company’s Form 8-K filed on May 20, 2020 and incorporated by reference herein.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2025.
+Added: Exhibit filed with the Company’s Form 10-K filed on March 31, 2025 and incorporated by reference herein.
+Added: Exhibit filed with the Company’s Form 8-K filed on October 1, 2025 and incorporated by reference herein.
+Added: Exhibit filed with the Company’s Form 8-K filed on June 20, 2025 and incorporated by reference herein.
+Added: Exhibit filed with the Company’s Form 8-K filed on October 20, 2025 and incorporated by reference herein.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 14, 2026.
SAGA COMMUNICATIONS, INC.
2 unchanged sentences
President, Chief Executive Officer and Director
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 31, 2025.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 14, 2026.
/s/ Christopher S.
12 unchanged sentences
Chairman of the Board and Director
−Removed: /s/ Marcia K.
+Added: /s/ Mike Scafidi
/s/ Michael W.
+Added: /s/ Gregory D.
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.