What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-08 · 158 added, 108 removed, 340 unchanged (44% of the section changed)

25 unchanged sentences

Barter transactions

Current portion long-term debt

Total current liabilities

15 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

3 unchanged sentences

Depreciation and amortization

Other operating (income) expense, net

Operating loss

(Gain) loss on sale of assets, net

Operating income (loss)

Interest expense

Interest income

Loss before income tax expense

Income (loss) before income tax expense

Income tax (benefit) expense

Loss per share:

Net income (loss)

Income (loss) per share:

Weighted average common shares

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2026 and 2025

For the three and six months ended June 30, 2026 and 2025

Stockholders’

6 unchanged sentences

Balance at March 31, 2025

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

Stockholders’

8 unchanged sentences

Balance at March 31, 2026

Net income, three months ended June 30, 2026

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at June 30, 2026

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands)

2 unchanged sentences

Depreciation and amortization

Deferred income tax (benefit) expense

Deferred income tax benefit

Amortization of deferred costs

2 unchanged sentences

(Gain) Loss on sale of assets, net

Gain on insurance claims

Gain on insurance claim

Non-cash rent expense

Non-cash interest income

Barter revenue (net)

5 unchanged sentences

Total adjustments

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities:

4 unchanged sentences

Proceeds from insurance claims, redemption of investments and other

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

12 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 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.

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 June 30, 2026 and the results of operations for the three and six months ended June 30, 2026 and 2025.

Results of operations for three and six months ended June 30, 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 28 AM radio stations and 78 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 March 31, 2026, 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 June 30, 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

5 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

Loss allocated to unvested participating securities

Net loss available to common shareholders

Net income (loss)

Income (Loss) allocated to unvested participating securities

Net income (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 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.

Income (loss) per share:

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and six months ended June 30, 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 March 31, 2026 and December 31, 2025, we have recorded $ 9.4 million and $ 9.3 million, respectively, of held-to-maturity U.S.

At June 30, 2026 and December 31, 2025, we have recorded $ 9.5 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 $ 9.5 million and $ 9.3 million, respectively.

Our held-to-maturity U.S.

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.

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

Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, notes 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 March 31, 2026.

The notes receivable are recorded at amortized cost based on the contractual interest rate.

The fair value of the notes receivable is disclosed in Note 14 Fair Value Measurements.

Allowance for Credit Losses

3 unchanged sentences

We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments.

We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of uncertain economic conditions.

We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions.

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

Our allowance for credit losses was $ 1,134,000 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:

Our allowance for credit losses was $ 662 and $ 1,136 at June 30, 2026 and December 31, 2025, respectively.

The activity in the allowance for credit losses during the six months ended June 30, 2026 was as follows:

Uncollectible

Accounts, Net of

Three Months Ended

Six Months Ended

(in thousands)

March 31, 2026

June 30, 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.

5 unchanged sentences

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.

The CODM is regularly provided with financial information consistent with the Condensed Consolidated Statement of Income presented within.

The CODM is regularly provided with financial information consistent with the Condensed Consolidated Statement of Operations presented within.

Specifically, the CODM utilizes consolidated operating income as profitability measures for purposes of making 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.

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 Condensed Consolidated Statement of Income.

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 three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

Significant departmental expenses included in station operating expenses for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

Programming and Technical

2 unchanged sentences

(1) Other includes production and news departments, advertising and promotional expense.

Time Brokerage Agreements / Local Marketing Agreements

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 Operations.

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

Time Brokerage Agreements/Local Marketing Agreements/Joint Sales Agreements

We have entered into Time Brokerage Agreements (“TBAs”), Local Marketing Agreements (“LMAs”) or Joint Sales Agreements (“JSAs”) in certain markets in the past.

In a typical TBA/LMA/JSA, 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/JSAs are included in the accompanying unaudited Condensed Consolidated Statements of Operations.

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

On August 5, 2026, the Company entered into a JSA with the University of Florida (the “University”) to sell advertising for the University’s radio stations, WRUF-AM and WRUF-FM for seven years beginning on September 1, 2026.

Assets Held for Sale

2 unchanged sentences

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

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.

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

As of June 30, 2026, assets held for sale were $ 671,000 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.

The Company closed on two of the properties subsequent to June 30, 2026 and expects to close on last property in the third quarter of 2026.

Recent Accounting Pronouncements

21 unchanged sentences

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.

We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, search engine management, search engine optimization, social media, online promotions, advertising on our online news sites, websites and digital audio streams, mobile messaging, email marketing and other e-commerce.

Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period.

7 unchanged sentences

Disaggregation of Revenue

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

Revenues from contracts with customers comprised the following for three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

(in thousands)

Types of Revenue

27 unchanged sentences

Amortizable intangible assets are included in other intangibles, deferred costs and investments in the accompanying condensed 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 three months ended March 31, 2026.

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.

9 unchanged sentences

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.

As of June 30, 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.

3 unchanged sentences

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.

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

The Board of Directors consisted of seven members at June 30, 2026, and currently consists of seven members.

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

3 unchanged sentences

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 March 31, 2026:

The following summarizes information relating to the number of shares of our Common Stock issued in connection with stock transactions through June 30, 2026:

Common Stock Issued

5 unchanged sentences

Forfeiture of restricted stock

Balance, March 31, 2026

Balance, June 30, 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 March 31, 2026, we have remaining authorization of $ 15.1 million for future repurchases of our Class A Common Stock.

As of June 30, 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.

6 unchanged sentences

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

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.

During the six months ended June 30, 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 six months ended June 30, 2026, 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 March 31, 2026, we do not have any non-cancellable operating lease commitments that have not yet commenced.

As of June 30, 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 $ 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.

ROU assets were $ 10.2 million and $ 10.3 million at June 30, 2026 and December 31, 2025 respectively.

As of June 30, 2026, notes receivable with a gross carrying amount of $ 5.5 million have been offset against operating lease liabilities, reducing the net amount of notes receivable to $ 0 .

Lease liabilities were $ 5.1 million and $ 5.4 million at June 30, 2026 and December 31, 2025, respectively.

During the six months ended June 30, 2026, we recorded additional ROU assets obtained in exchange for lease obligations of $ 517,000 .

Cash payments on lease liabilities during the three and six months ended June 30, 2026 and 2025 totaled $ 438,000 , $ 900,000 , $ 430,000 , and $ 964,000 , respectively.

Non-cash payments related to the sale-leaseback transaction disclosed in Note 13 during the three and six months ended June 30, 2026 totaled $ 360,000 for both periods due to the amendments entered into with the buyer to align the previously executed documents with the intended economic substance of the transaction.

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

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 March 31, 2026 (in thousands):

For the three and six months ended June 30, 2026 and 2025, our lease expense was $ 443,000 , $ 953,000 , $ 407,000 and $ 887,000 , respectively.

For the three and six months ended June 30, 2026, our non-cash lease expense was $ 352,000 and $ 407,000 , respectively due to the amendments entered into with the buyer to align the previously executed documents with the intended economic substance of the transaction.

Short-term lease costs and variable 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 June 30, 2026 (in thousands):

Years Ending December 31,

1 unchanged sentence

Present value of lease liabilities (d)

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

(a) Remaining payments are for the six-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 March 31, 2026.

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

(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 June 30, 2026.

The above amounts do not include the non-cash payments resulting from the sale-leaseback transaction.

Income tax expense of $ 150,000 was recorded for the three months ended June 30, 2026 compared to $ 385,000 for the three months ended June 30, 2025.

The effective tax rate was approximately 13.5 % for the three months ended June 30, 2026 compared to 25.4 % for the three months ended June 30, 2025.

An income tax benefit of $ 520,000 was recorded for the six months ended June 30, 2026 compared to $ 200,000 for the six months ended June 30, 2025.

The effective tax rate was approximately 26.6 % for the six months ended June 30, 2026 compared to 30.9 % for the six months ended June 30, 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.

3 unchanged sentences

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 “The Second Restated 2005 Plan”).

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

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

7 unchanged sentences

However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement.

The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries.

directors of the Company and its subsidiaries.

The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed 600,000 shares of Class A Common Stock.

Stock-Based Compensation

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 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.

There were no stock options granted during 2026 or 2025 and there were no stock options outstanding as of June 30, 2026.

All outstanding stock options were exercised in 2017.

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

The following summarizes the restricted stock transactions for the six months ended June 30, 2026:

Outstanding at January 1, 2026

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.

Non-vested and outstanding at June 30, 2026

For the three and six months ended June 30, 2026 and 2025, we had $ 548,000 , $ 1,066,000 , $ 603,000 and $ 1,130,000 , 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 months ended March 31, 2026 and 2025 was $ 136,000 and $ 139,000 , respectively.

The associated tax benefit recognized for the three and six months ended June 30, 2026 and 2025 was $ 144,000 , $ 280,000 , $ 159,000 and $ 297,000 , respectively.

Long-Term Debt

6 unchanged sentences

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 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.

As of June 30, 2026 and December 31, 2025, the Company had $ 5.0 million outstanding under the Credit Agreement, which borrowings were incurred in connection with the Company’s Lafayette acquisition.

As of June 30, 2026, the Company had approximately $ 35.0 million of unused borrowing capacity under the Credit Agreement.

However, as of June 30, 2026, the Company was not in compliance with the minimum fixed charge coverage ratio covenant under the Credit Agreement, which constituted an event of default.

Accordingly, the outstanding borrowings under the Credit Agreement were classified as current liabilities as of June 30, 2026.

Subsequent to June 30, 2026, the Company repaid the outstanding $ 5.0 million principal balance, together with accrued and unpaid interest and other amounts payable in connection therewith, on August 6, 2026, and terminated the Credit Agreement on August 11, 2026.

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

Following the termination of the Credit Agreement, the Company no longer has borrowing availability under the Credit Agreement.

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 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.

During the six months ended June 30, 2026, the Company’s Board of Directors declared two quarterly cash dividends on its Class A Common Stock.

These dividends totaling $ 0.50 per share and approximately $ 3.2 million were paid as of June 30, 2026.

During the six months ended June 30, 2025, the Company’s Board of Directors declared two quarterly cash dividends on its Class A Common Stock.

These dividends totaling $ 0.50 per share and approximately $ 3.2 million were paid during 2025.

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

1 unchanged sentence

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.

Gain (loss) on the Sale of Assets and Other Income

During the second 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 Sarasota, Florida for approximately $ 1.7 million.

As a result of the sale, the Company recorded a gain of approximately $ 1.1 million, which is recorded in (gain) loss on sale of assets, net in the Company’s Condensed Consolidated Statement of Operations.

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.

As a result of the sale, the Company recorded a gain of approximately $ 80,000 , which is recorded in (gain) loss on sale of assets, 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.

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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 $ 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.

December 31, 2025.

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.

During the second quarter of 2026, the Company received the remaining consent for one tower and received the remaining escrowed funds of $ 400,000 .

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.

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.

1 unchanged sentence

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.

As such, the Company adjusted the sales price of the assets to recognize the prepayment of the rent, which was included within the right-of-use assets recorded at the time of the sale and lease commencement.

The prepaid rent was 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 % .

1 unchanged sentence

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.

These proceeds do not originally include approximately $ 400,000 that was previously 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.

1 unchanged sentence

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.

During the second quarter of 2026, the Company recognized an additional gain on sale of $ 422,000 related to the 1 remaining tower that closed during the quarter.

During 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 effective date of the Amendments to the Leases and notes receivable was October 1, 2025 and therefore upon executing the Amendments, the Company recognized additional rent expenses of $ 191,000 , a reduction in right of use asset amortization expense of $ 53,000 and interest income associated with the notes receivable of $ 244,000 during the second quarter of 2026 upon modification of the lease agreements.

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.

Upon the modification of the lease agreements in Q2 of FY2026, the Company recorded 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.

As a result, the previously recognized prepaid rent of $ 5.2 million was 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 were recorded at fair value in Q2 of FY2026 when the notes became 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.

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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.

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.

As of June 30, 2026, notes receivable with a gross carrying amount of $ 5.5 million have been offset against operating lease liabilities, reducing the net amount of notes receivable to $ 0 .

The gross carrying amount of operating lease liabilities prior to offsetting of the notes receivable of $ 5.5 million was $ 10.6 million, with the remaining net amount of operating lease liabilities of $ 5.1 million, of which $ 1.4 million is included other accrued expenses and $ 3.7 million included in other liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2026.

The Company does not have any further amounts subject to master offsetting arrangements that are not offset as of June 30, 2026.

As of June 30, 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 $ 0 and $ 5.2 million, respectively.

The activity related to the prepaid rent associated with the sale-leaseback transaction for the six months ended June 30, 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)

Derecognition of prepaid rent upon the Amendments

Prepaid rent at June 30, 2026

Fair Value Measurements

As defined in ASC Topic 820, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs in which there is little or no market data available, which requires management to develop its own assumptions in pricing the asset or liability.

Our assets and liabilities disclosed at fair value are summarized below (in thousands):

Financial Instrument

Cash and cash equivalents

Short-term investments

Accounts receivable, net of allowance

Notes receivable

Revolving Credit Facility

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

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

The fair value of cash and cash equivalents, and short-term investments derived from quoted market prices and are considered a level 1.

The notes receivable are recorded at amortized cost based on the contractual interest rate and are considered a level 3.

Interest on the Credit Facility is at a variable rate, and as such the debt obligation outstanding approximates fair value and is considered a level 2.

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