What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 153 added, 318 removed, 295 unchanged (61% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

(In thousands)

12 unchanged sentences

Broadcast licenses

Other intangibles, right of use assets, deferred costs and investments, net

Operating right-of-use assets

Other intangibles, deferred costs and investments, net

Liabilities and shareholders’ equity

1 unchanged sentence

Accounts payable

Liabilities held for sale

Accrued expenses:

14 unchanged sentences

Total liabilities and shareholders' equity

The balance sheet as December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

See accompanying notes to unaudited condensed consolidated financial statements .

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

4 unchanged sentences

Other operating (income) expense, net

Operating (loss) income

Operating loss

Interest expense

Interest income

(Loss) income before income tax expense

Loss before income tax expense

Income tax (benefit) expense

Net (loss) income

(Loss) income per share:

Loss per share:

Weighted average common shares

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and nine months ended September 30, 2025 and 2024

For the three months ended March 31, 2026 and 2025

Stockholders’

6 unchanged sentences

Balance at March 31, 2025

Net income, three months ended June 30, 2024

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at June 30, 2024

Net income, three months ended September 30, 2024

Dividends declared per common share

Compensation expense related to restricted stock awards

Purchase of shares held in treasury

Balance at September 30, 2024

Stockholders’

2 unchanged sentences

Net loss, three months ended March 31, 2026

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Purchase of shares held in treasury

401(k) plan contribution

Balance at March 31, 2026

Net income, three months ended June 30, 2025

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at June 30, 2025

Net loss, three months ended September 30, 2025

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at September 30, 2025

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In thousands)

Cash flows from operating activities:

Net (loss) income

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

3 unchanged sentences

Provision for credit losses

Loss on sale of assets, net

(Gain) Loss on sale of assets, net

Gain on insurance claims

Other (gain), net

Barter (revenue) expense, net

Non-cash rent expense

Barter revenue (net)

Deferred and other compensation

Changes in assets and liabilities, net of acquisition of AR:

Decrease in current assets

Increase in accounts payable, accrued expenses, and other liabilities

Changes in operating lease assets and liabilities (net)

Changes in assets and liabilities:

(Increase) decrease in current assets

(Decrease) increase in accounts payable, accrued expenses, and other liabilities

Total adjustments

4 unchanged sentences

Acquisition of property and equipment (Capital Expenditures)

Acquisition of broadcast properties

Proceeds from sale and disposal of assets

Proceeds from insurance claims, redemption of investments and other

Other investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from long-term debt

Cash dividends paid

11 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements.

In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of September 30, 2025 and the results of operations for the three and nine months ended September 30, 2025 and 2024.

Results of operations for three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of March 31, 2026 and the results of operations for the three months ended March 31, 2026 and 2025.

Results of operations for three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

We own or operate broadcast properties in 28 markets, including 82 FM and 30 AM radio stations and 79 metro signals.

1 unchanged sentence

(the “Company”) annual report on Form 10-K for the year ended December 31, 2025.

We have evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2025, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

We have evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2026, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

Earnings Per Share Information

3 unchanged sentences

In applying the two-class method, earnings are allocated to both common shares and participating securities.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

Net (loss) income

(Loss) income allocated to unvested participating securities

Net (loss) income available to common shareholders

Loss allocated to unvested participating securities

Net loss available to common shareholders

Denominator for basic earnings per share — weighted average shares

2 unchanged sentences

Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions

(Loss) income per share:

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and nine months ended September 30, 2025 and 2024, respectively.

The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price.

Loss per share:

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three months ended March 31, 2026 and 2025, respectively.

Financial Instruments

1 unchanged sentence

held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value.

At September 30, 2025 and December 31, 2024, we have recorded $ 9.2 million and $ 8.9 million, respectively, of held-to-maturity U.S.

At March 31, 2026 and December 31, 2025, we have recorded $ 9.4 million and $ 9.3 million, respectively, of held-to-maturity U.S.

Treasury Bills at amortized cost basis that have a fair market value of $ 9.4 million and $ 9.3 million, respectively.

Our held-to-maturity U.S.

Treasury Bills all have original maturity dates ranging from October 2025 to March 2026.

Treasury Bills all have original maturity dates ranging from April 2026 to July 2026.

Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and long-term debt.

The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities.

The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at September 30, 2025.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Allowance for Credit Losses

5 unchanged sentences

In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss.

Our allowance for credit losses was $ 1,060,000 and $ 1,071,000 at September 30, 2025 and December 31, 2024, respectively.

The activity in the allowance for credit losses during the nine months ended September 30, 2025 was as follows:

Our allowance for credit losses was $ 1,134,000 and $ 1,136,000 at March 31, 2026 and December 31, 2025, respectively.

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

Uncollectible

Accounts, Net of

Nine Months Ended

Three Months Ended

(in thousands)

September 30, 2025

March 31, 2026

Our effective tax rate differs from the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to executive compensation.

10 unchanged sentences

We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Significant departmental expenses included in station operating expenses for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

Significant departmental expenses included in station operating expenses for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

(In thousands)

4 unchanged sentences

Time Brokerage Agreements / Local Marketing Agreements

We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets.

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 their own commercial advertising announcements during the time periods specified.

Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income.

Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Operations.

Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets.

3 unchanged sentences

Depreciation or amortization on such assets ceases from the date of classification.

During the third quarter of 2025, based on our preliminary evaluation of the accounting for the following transaction as a probable qualified sale, the Company met the criteria related to certain tower assets and in the fourth quarter of 2025, the Company sold those tower sites, as described in Footnote 16, Subsequent Events.

As of September 30, 2025, assets held for sale were $ 4.4 million and liabilities held for sale were $ 840,000 .

Assets held for sale consist primarily of property, plant and equipment, net of $ 3.4 million and right of use assets of $ 900,000 , and other assets of $ 71,000 .

Liabilities held for sale consist primarily of lease liabilities.

During the first quarter of 2026, the Company met the criteria related to certain land and buildings.

As of March 31, 2026, assets held for sale were approximately $ 872,000 and there were no liabilities held for sale.

There were no assets held for sale or liabilities held for sale as of December 31, 2025.

Reclassifications

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

These reclassifications had no effect on previously reported net income (loss), total assets, cash flows or shareholder’s equity.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recent Accounting Pronouncements

New Accounting Pronouncements

In December 2023, the FASB issued 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.

We are currently evaluating the impact ASU 2023-09 will have on our 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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We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“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.

ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year.

We are currently evaluating the impact of ASU 2025-05 will have on our financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements”, (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve consistency of interim financial reporting.

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.

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.

The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, (“ASU 2025-12”), which provides for several updates to the codification.

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.

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 an agency and are reported as a reduction of advertising revenue.

Interactive Advertising Revenue

Digital Advertising Revenue

We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, search engine management, search engine optimization, online promotions, advertising on our online news sites, 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.

The Company currently operates as the principal for interactive revenue.

The Company currently operates as the principal for digital revenue with the exception of national streaming where we operate as the agent.

Other Revenue

1 unchanged sentence

Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Disaggregation of Revenue

Revenues from contracts with customers comprised the following for three and nine months ended September 30, 2025 and 2024:

Revenues from contracts with customers comprised the following for three months ended March 31, 2026 and 2025:

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Types of Revenue

11 unchanged sentences

As the majority of our sales contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for sales contracts which have original expected durations of one year or less.

Broadcast Licenses, Goodwill and Other Intangible Assets

Broadcast Licenses and Other Intangible Assets

We evaluate our FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

9 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.

We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present.

The income approach is 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.

We have one reporting unit for goodwill impairment testing purposes.

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.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The FCC license 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.

If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value.

Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets.

The Company considered the current and expected future economic and market conditions, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the nine months ended September 30, 2025.

Amortizable intangible assets are included in other intangibles, deferred costs and investments in the accompanying condensed consolidated balance sheets.

We will continue to monitor changes in economic and market conditions, and if any event or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

6 unchanged sentences

Common Stock and Treasury Stock

As previously disclosed, the passing of our founder and former Chairman, President and CEO Edward K.

Christian, and the resultant transfer of his Class B shares into an estate planning trust resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A share.

We no longer have any shares of Class B Common Stock issued or outstanding , nor will there be any issued in the future.

As previously disclosed, the Company’s Articles of Incorporation (“Articles of Incorporation”) provide that shares of Class B Common Stock automatically convert into shares of Class A Common Stock if transferred to, or owned by, any person other than the “Principal Shareholder,” as defined in the Articles of Incorporation as Edward K.

Following Mr.

Christian’s passing in 2022 and the transfer of his Class B shares into an estate planning trust, all outstanding shares of Class B common stock were automatically converted into shares of Class A Common Stock.

As of March 31, 2026, no shares of Class B common stock are issued or outstanding.

Shareholders are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose.

However, no dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of Common Stock.

In the case of any stock dividend, holders of Class A Common Stock are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock).

In the case of any stock dividend, holders of Class A Common Stock would receive the same percentage dividend payable in shares of Class A Common Stock.

Voting Rights.

Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to one vote.

Christian’s passing, each share of Class B Common Stock was entitled to ten votes, except (i) in the election for directors, (ii) with respect to any “going private” transaction between the Company and the principal shareholder, and (iii) as otherwise provided by law.

Christian’s passing, in the election of directors, the holders of Class A Common Stock, voting as a separate class, were entitled to elect twenty-five percent, or two, of our directors.

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.

The Board of Directors consisted of eight members at September 30, 2025.

Currently, our Board of Directors consists of eight members.

The Board of Directors consisted of eight members on March 31, 2026, and currently consists of eight members.

Holders of Common Stock are not entitled to cumulative voting in the election of directors.

The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the principal stockholder or an affiliate of the principal stockholder, with each share of each class of Common Stock entitled to one vote per share.

The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the “Principal Shareholder” or an affiliate of the “Principal shareholder”, with each share of each class of Common Stock entitled to one vote per share.

Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of any class of Common Stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of Common Stock.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Liquidation Rights.

Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors.

The following summarizes information relating to the number of shares of our Common Stock issued in connection with stock transactions through September 30, 2025:

The following summarizes information relating to the number of shares of our Common Stock issued in connection with stock transactions through March 31, 2026:

Common Stock Issued

5 unchanged sentences

Forfeiture of restricted stock

Balance, September 30, 2025

Balance, March 31, 2026

We have a Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $ 75.8 million of our Class A Common Stock.

As of September 30, 2025, we have remaining authorization of $ 17.7 million for future repurchases of our Class A Common Stock.

As of March 31, 2026, we have remaining authorization of $ 15.1 million for future repurchases of our Class A Common Stock.

On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1.

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We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.

During the three and nine months ended September 30, 2025 and 2024, no shares were repurchased under the Buy-Back Program.

As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the sale of non-core assets to fund stock buybacks under the Buy-Back Program, which may include open market purchases, block trades or other forms of buybacks.

During the three months ended March 31, 2026, 1,067 shares were retained for the payment of withholding taxes for approximately $ 13,000 related to the vesting of restricted stock.

During the three months ended March 31, 2025 no shares were repurchased under the Buy-Back Program.

We lease certain land, buildings and equipment for use in our operations.

5 unchanged sentences

Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

As of September 30, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced.

ROU assets are classified within other intangibles, deferred costs and investments, net on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities.

As of March 31, 2026, we do not have any non-cancellable operating lease commitments that have not yet commenced.

ROU assets are classified as operating right of use assets on the condensed 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 $ 5.0 million and $ 6.9 million at September 30, 2025 and December 31, 2024 respectively.

Lease liabilities were $ 5.3 million and $ 7.3 million at September 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025, we recorded additional ROU assets under operating

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

leases of $ 35,000 .

Payments on lease liabilities during the three and nine months ended September 30, 2025 and 2024 totaled $ 484,000 , $ 1,448,000 , $ 483,000 , and $ 1,456,000 , respectively.

ROU assets were $ 10.0 million and $ 10.3 million at March 31, 2026 and December 31, 2025 respectively.

Lease liabilities were $ 5.1 million and $ 5.4 million at March 31, 2026 and December 31, 2025, respectively.

During the three months ended March 31, 2026, we recorded additional ROU assets under operating leases of $ 150,000 .

Payments on lease liabilities during the three months ended March 31, 2026 and 2025 totaled $ 462,000 , and $ 534,000 , respectively.

Lease expense includes cost for leases with terms in excess of one year.

For the three and nine months ended September 30, 2025 and 2024, our total lease expense was $ 48,000 , $ 1,369,000 , $ 483,000 and $ 1,432,000 , respectively.

For the three months ended March 31, 2026 and 2025, our total lease expense was $ 510,000 , and $ 480,000 , respectively.

Short-term lease costs are de minimis in nature.

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at September 30, 2025 (in thousands):

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at March 31, 2026 (in thousands):

Years Ending December 31,

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Present value of lease liabilities (d)

(a) Remaining payments are for the three-months ending December 31, 2025.

(a) Remaining payments are for the nine-months ending December 31, 2026.

(b) Lease payments include options to extend lease terms that are reasonably certain of being exercised.

There were no legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2025.

There were no legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2026.

Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 5.0 years and 5.98 % , respectively, at September 30, 2025.

Acquisitions and Dispositions

The consolidated statements of income 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.

The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill.

The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations .

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.

2025 Dispositions

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.

We recorded a $ 19,000 loss on the disposal in our other operating (income) expense , net line item on our Condensed Consolidated Statement of Operations.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

2024 Acquisitions and Dispositions

On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc.

serving the Greater Lafayette, Indiana radio market for $ 5.3 million, subject to certain purchase price adjustments.

The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $ 5,832,000 , which included the purchase price of $ 5,300,000 , the purchase of $ 499,000 in accounts receivable and transactional costs of approximately $ 121,000 offset by $ 88,000 in certain closing adjustments.

Management attributes the goodwill recognized in the acquisition to the power of the existing brands in Lafayette, Indiana as well as synergies and growth opportunities expected through the combination with the Company’s existing stations.

The $ 76,000 allocated to goodwill is deductible for tax purposes.

The fair value of the property and equipment was estimated using cost and market approaches.

The fair value of the FCC license was estimated using the discounted cash flow method.

Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets.

The Company finalized the fair value of the FCC license and goodwill during the fourth quarter of 2024 from the initial estimated after final determination of key assumptions used in the discounted cash flow analysis.

The key assumptions used in the discounted cash flow analysis for the fair value of the FCC license were as follows:

Discount rate

Operating profit margin ranges

Market long-term revenue growth rates

On May 31, 2024, we closed on an agreement to sell WNDN-FM located in our Ocala-Gainesville, Florida market to Suncoast Radio, Inc.

for $ 150,000 .

We recorded a $ 20,000 loss on the sale in our other operating (income) expense , net line on our Condensed Consolidated Statement of Operations.

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 .

We recorded a $ 147,000 loss on the sale in our other operating (income) expense , net line item on our Condensed Consolidated Statement of Operations.

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.

We recorded a $ 800,000 loss on the disposal in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions:

The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2025 and 2024 acquisitions.

The allocation of the purchase price for the 2024 acquisition was final at December 31, 2024.

Saga Communications, Inc.

Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions

Acquisitions in

(In thousands)

Assets Acquired:

Current assets

Property and equipment

Other assets:

Broadcast licenses

Other intangibles, deferred costs and investments

Total other assets

Total assets acquired

Liabilities Assumed:

Current liabilities

Total liabilities assumed

Net assets acquired

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Pro Forma Results of Operations for Acquisitions (Unaudited)

The following unaudited results of our operations for the three and nine months ended September 30, 2025 are actual results and the unaudited proforma results of operations for the three and nine months ended September 30, 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.

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

Pro forma Consolidated Results of Operations

Net operating revenue

Station operating expense

Corporate general and administrative

Depreciation and amortization

Other operating (income) expense, net

Operating (loss) income

Interest expense

Interest income

(Loss) income before income tax expense

Income tax (benefit) expense

Net (loss) income

(Loss) income per share:

Income tax expense of $ 95,000 was recorded for the three months ended September 30, 2025 compared to $ 590,000 for the three months ended September 30, 2024.

The effective tax rate was approximately 21.7 % for the three months ended September 30, 2025 compared to 31.8 % for the three months ended September 30, 2024.

An income tax benefit of $ 105,000 was recorded for the nine months ended September 30, 2025 compared to income tax expense of $ 965,000 for the nine months ended September 30, 2024.

The effective tax rate was approximately 9.7 % for the nine months ended September 30, 2025 compared to 30.6 % for the nine months ended September 30, 2024.

The change in the effective tax rate was attributable to the effect of state income tax expense.

(d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 4.8 years and 6.1 % , respectively, at March 31, 2026.

An income tax benefit of $ 670,000 was recorded for the three months ended March 31, 2026 compared to an income tax benefit of $ 585,000 for the three months ended March 31, 2025.

The effective tax rate was approximately 21.9 % for the three months ended March 31, 2026 compared to 27.1 % for the three months ended March 31, 2025.

Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e.

discrete items) occurring during the interim period.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

On July 4, 2025, new tax law was signed, providing permanent extension for several business tax provisions originally enacted under the Tax Law and Jobs Act.

The Company does not anticipate the change in tax law to have a material impact on its financial statements.

The Company will continue to monitor federal and state-level guidance, including state conformity to these federal tax changes, as further legislative and administrative updates become available.

Stock-Based Compensation

1 unchanged sentence

On May 13, 2019 our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc.

2005 Incentive Compensation Plan (as amended, the “Second Restated 2005 Plan”).

2005 Incentive Compensation Plan (as amended, the “The Second Restated 2005 Plan”).

This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013.

1 unchanged sentence

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.

The number of shares of Common Stock that was allowed to be issued under the Second Restated 2005 Plan was not to exceed 370,000 shares of Class B Common Stock, or 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 shares of Class A Common Stock were to be issued upon conversion of Class B Common Stock.

Awards denominated in Class A Common Stock were to be granted to any employee or director under the Second Restated 2005 Plan.

Upon the passing of Mr.

Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr.

Stock options granted under the Second Restated 2005 Plan were to be for terms not exceeding ten ( 10 ) years from the date of grant and could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant .

As of December 31, 2025, there are no longer any unvested restricted stock awards for the Second Restated 2005 Plan.

2023 Incentive Compensation Plan

7 unchanged sentences

All stock options granted were fully vested and expensed at December 31, 2012;

therefore, there was no compensation expense related to stock options for the three and nine months ended September 30, 2025 and 2024, respectively.

There were no stock options granted during 2025 or 2024 and there were no stock options outstanding as of September 30, 2025.

therefore, there was no compensation expense related to stock options for the three months ended March 31, 2026 and 2025, respectively.

There were no stock options granted during 2026 or 2025 and there were no stock options outstanding as of March 31, 2026.

All outstanding stock options were exercised in 2017.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following summarizes the restricted stock transactions for the nine months ended September 30, 2025:

The following summarizes the restricted stock transactions for the three months ended March 31, 2026:

Outstanding at January 1, 2026

Non-vested and outstanding at September 30, 2025

For the three and nine months ended September 30, 2025 and 2024, we had $ 518,000 , $ 1,648,000 , $ 474,000 and $ 1,447,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements.

Non-vested and outstanding at March 31, 2026

For the three months ended March 31, 2026 and 2025, we had $ 518,000 and $ 527,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements.

This expense is included in corporate general and administrative expenses in our results of operations.

The associated tax benefit recognized for the three and nine months ended September 30, 2025 and 2024 was $ 136,000 , $ 433,000 , $ 125,000 and $ 381,000 , respectively.

The associated tax benefit recognized for the three months ended March 31, 2026 and 2025 was $ 136,000 and $ 139,000 , respectively.

Long-Term Debt

Long-term debt consisted of the following:

September 30,

(In thousands)

Revolving credit facility

Credit agreement

Amounts payable within one year

On December 19, 2022, we entered into the Third Amendment (the “Third Amendment”) to our Credit Facility, (“Credit Facility”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (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.

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.

These debt issuance costs are included in other assets, net in the consolidated balance sheets.

As a result of the Second Amendment to our Credit Facility (the “Second Amendment”), the Company incurred an additional $ 120,000 of transaction fees related to the Credit Facility that were capitalized.

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.

The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR ( 4.24 % at September 30, 2025), plus 1 % to 2 % or the base rate plus 0 % to 1 % .

In connection with the Sale-Leaseback Transaction described in Note 13, 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.

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 (the borrowing arrangement governed by the Credit Agreement).

On December 19, 2022, we entered into a Third Amendment to our Credit Agreement, (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 Agreement and each of our subsidiaries has guaranteed the Credit Agreement and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Agreement.

Interest rates under the Credit Agreement are payable, at our option, at alternatives equal to SOFR ( 3.68 % at March 31, 2026), plus 1 % to 2 % or the base rate plus 0 % to 1 % .

The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage.

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.

Under the Third Amendment, we now pay quarterly commitment fees of 0.25 % per annum on the unused portion of the Credit Facility.

We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 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.

We have approximately $ 45 million of unused borrowing capacity under the Credit Facility at September 30, 2025 and December 31, 2024.

Letters of credit issued under the Credit Agreement 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.

Under the Third Amendment, we now pay quarterly commitment fees of 0.25 % per annum on the unused portion of the Credit Agreement.

We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Credit Agreement.

The Credit Agreement contains a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

As of March 31, 2026, the Company was in compliance with all of our debt covenants with the exception of the fixed charges coverage ratio for which we obtained a waiver.

We have approximately $ 35 million of unused borrowing capacity under the Credit Agreement at both March 31, 2026 and December 31, 2025.

From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business.

In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate.

During the nine months ended September 30, 2025, the Company’s Board of Directors have declared three quarterly cash dividends on its Class A Common Stock.

These dividends totaling $ 0.75 per share and approximately $ 4.8 million were paid as of September 30, 2025.

During the nine months ended September 30, 2024, the Company’s Board of Directors declared three quarterly cash dividends and a variable dividend on its Class A Common Stock.

These dividends totaling $ 1.35 per share and approximately $ 8.5 million were paid or accrued during 2024.

Additionally, $ 12.5 million was paid in 2024, relating to the special dividend declared in December 2023.

The Company currently intends to declare regular quarterly cash dividends as well as variable dividends in accordance with the terms of its variable dividend policy.

The Company may also declare special dividends and implementation of stock buybacks in future periods.

During three months ended March 31, 2026, the Company’s Board of Directors declared a quarterly cash dividend on its Class A Common Stock.

This dividend totaling approximately $ 1.6 million was paid during the first quarter of 2026.

During three months ended March 31, 2025, the Company’s Board of Directors declared a quarterly cash dividends on its Class A Common Stock.

This dividend totaling approximately $ 1.6 million was paid during the first quarter of 2025.

The Company intends to pay regular quarterly cash dividends in the future.

Consistent with its strategic objective of maintaining a strong balance sheet and returning value to the shareholders, the Board of Directors will also continue to consider declaring special cash dividends, variable dividends and stock buybacks in the future.

The declaration and payment of any future dividend, whether fixed, special, or based on the variable policy, or the implementation of any stock buyback program 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.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Other Income and Loss

During the nine months ended September 30, 2025, we had weather-related damages in Illinois, Ohio and South Carolina and damage to a vehicle in Virginia.

The Company’s insurance policy provides coverage for repairs and replacements.

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 Condensed Consolidated Statement of Operations.

During the nine months ended September 30, 2024, we had weather-related damages to properties in Ohio and Florida.

During the first quarter of 2026, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Springfield, Massachusetts for approximately $ 460,000 .

As a result of the sale, the Company recorded a gain of approximately $ 80,000 , which is recorded in other operating (income) expense, net in the Company’s Condensed Consolidated Statement of Operations.

During the first quarter of 2026, we had weather-related damages in Hilton Head, South Carolina.

The Company’s insurance policy provides coverage for repairs and replacements.

As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $ 78,000 , resulting in a gain of $ 78,000 , which is recorded in other (income) expense, net, in the Company’s Condensed Consolidated Statement of Operations.

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 .

The gain on sale of investment is recorded in other (income) expense, net in the Company’s Condensed Consolidated Statement of Operations.

Commitments and Contingencies

As previously disclosed, Mr.

Christian passed away on August 19, 2022.

As a result of his passing the Company was required to make several payments to his estate as outlined in his employment agreement, as described in our annual report on Form 10-K for the year ended December 31, 2022.

In accordance with ASC 712-10-25, Nonretirement Postemployment Benefits , we accrued all necessary expenses as of September 30, 2022.

Under the agreement, the Company is responsible to pay the estate’s income tax obligation relating to the payout of the life insurance policy and as such, recorded $ 480,000 in the fourth quarter of 2024 when the transfer of the policy occurred.

The payment was made to the estate on July 31, 2025.

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.

(“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.

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.

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.

During the third quarter of 2025, the Company recorded an aggregate of approximately $ 2.1 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Condensed Consolidated Statement of Operations.

Related Party Transactions

Change in Control Agreement

On September 29, 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;

(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;

or (c) the approval of the stockholders 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.

If there is a change in control, the Company shall pay a lump sum payment within 45 days thereof 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.

In the event that such payment constitutes a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay the executive an additional amount so that the executive will receive the entire amount of the lump sum payment before deduction for federal, state and local income tax and payroll tax.

In the event of a change in control (other than the approval of plan of liquidation), the Company or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change in control.

During such six months , executive will continue to earn his pre-existing salary and benefits.

In such case, the executive shall be paid the lump sum payment upon completion of the continued employment.

If, however, the executive fails to remain employed during this period of continued employment for any reason other than (a) termination without cause by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by the Company or the surviving entity, then executive shall not be paid the lump sum payment.

In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control.

Subsequent Events

As part of the Company’s overall capital allocation plan, the Company is assessing the potential sale of non-core assets.

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 purchase price of approximately $ 10.7 million (the “GTC Disposition”).

As part of the insurance settlement, the Company received cash proceeds of $ 55,000 , resulting in a gain of $ 55,000 , which is recorded in other income in the Company’s Condensed Consolidated Statement of Operations.

Sale-Leaseback Transaction

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”).

The Purchase Agreement contains customary representations and warranties made by the Company, GTC and the Subsidiaries.

On the Closing Date, the parties closed on the sale of the 22 tower sites.

Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $ 8.7 million were paid to the Company, with the remaining purchase price of $ 1.8 million paid into escrow.

The Company anticipates that the remaining escrowed funds will be released within the next six months upon receipt of landlord consents to assign the leases on the real property where the four of the towers are located.

To the extent such consents are not received, the sale for those sites will be unwound and will revert to the applicable Subsidiary.

Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $ 10.1 million were paid to the Company, with the remaining purchase price of $ 400,000 remaining in escrow and not controlled by the Company as of year-end.

Several towers had underlying land leases requiring consent to the sale by the land-owners.

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.

The Company anticipates that the remaining escrowed funds will be released within the second quarter of 2026 upon receipt of landlord consent to assign the leases on the real property where the tower is located.

To the extent such consent is not received, within eight months of the Closing Date, title for that site will revert to the applicable Subsidiary.

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.

Each Lease has a term of 25 years.

In connection with entering into the purchase agreement described above, 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.

The Company is currently working through the accounting implications of the sale of the towers, the lease accounting and the credit amendment, which it will finalize in the fourth quarter of 2025.

As of September 30, 2025, assets held for sale were $ 4.4 million and liabilities held for sale were $ 840,000 .

Assets held for sale consist primarily

of property, plant and equipment, net of $ 3.4 million and right of use assets of $ 900,000 , and other assets of $ 71,000 .

Liabilities held for sale consist primarily of lease liabilities.

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.

The Company evaluated the lease classification criteria in ASC 842 and determined that the leasebacks are classified as operating leases.

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.

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.

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.

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 condensed consolidated statements of operations.

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 % .

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.

This amount was recorded as prepaid rent and added to the net cash proceeds of $ 9.85 million from the sale, after expenses, to determine the adjusted sales price of $ 15.1 million for purposes of calculating the gain on the sale.

These proceeds do not include approximately $ 400,000 being held in escrow, noted above.

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.

The Company recognized a gain on sale of $ 11.6 million.

This gain was included in other operating (income) expense, net during the year ended December 31, 2025.

As of March 31, 2026 and December 31, 2025, the carrying value of the prepaid rent included in the right-of-use asset associated with the sale-leaseback transaction was $ 5.1 million and $ 5.2 million, respectively.

The activity related to the prepaid rent associated with the sale-leaseback transaction for the three months ended March 31, 2026 was as follows (in thousands):

Prepaid rent at lease commencement

Amortization expense (non-cash rent expense)

Prepaid rent at December 31, 2025

Amortization expense (non-cash rent expense)

Prepaid rent at March 31, 2026

Subsequent to March 31, 2026, 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.

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 notes totaling $ 5.2 million.

In addition, the original lease agreements were modified to provide for market rent payments over the 25-year original lease terms.

The amendments to the lease arrangements have been evaluated and determined to represent lease modifications in accordance with ASC 842, Leases .

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.

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.

As a result, the previously recognized prepaid rent of $ 5.2 million will be derecognized.

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.

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.

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.

The agreements include legally enforceable rights to offset, which both parties intend to exercise.

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.

Subsequent Events

On May 6, 2026 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 per share on its Class A Common Stock.

This dividend, totaling approximately $ 1,600,000 will be paid on June 12, 2026 to shareholders of record on May 22, 2026 .

On May 7, 2026, the Company obtained a waiver from the lenders under its Credit Agreement with respect to the Company’s noncompliance with the minimum fixed charge coverage ratio covenant as of March 31, 2026.

The waiver applies solely to the March 31, 2026 covenant noncompliance and does not modify the covenant requirements for future periods.

See Note 13 – Sale-Leaseback Transaction for a discussion of certain Amendments to the Company’s Sale-Leaseback Transaction.

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

What changed 10-Q

Item 1. Financial Statements