SAGA COMMUNICATIONS INC 10-Q

Item 1. Financial Statements SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ December 31, ​ ​ ​ 2026 ​ 2025 ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ ​ (Note) ​ ​ ​ (In thousands) ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 18,378 ​ $ 22,506 ​ Assets held for sale ​ ​ 671 ​ ​ — ​ Short-term investments ​ ​ 9,466 ​ ​ 9,300 ​ Accounts receivable, net ​ 13,208 ​ 14,031 ​ Prepaid expenses and other current assets ​ 3,516 ​ 2,624 ​ Barter transactions ​ 996 ​ 707 ​ Total current assets ​ 46,235 ​ 49,168 ​ Property and equipment ​ 140,679 ​ 144,276 ​ Less accumulated depreciation ​ 96,037 ​ 97,863 ​ Net property and equipment ​ 44,642 ​ 46,413 ​ Other assets: ​ ​ ​ ​ ​ ​ ​ Broadcast licenses ​ 90,310 ​ 90,311 ​ Operating right-of-use assets ​ ​ 10,209 ​ ​ 10,253 ​ Other intangibles, deferred costs and investments, net ​ 5,411 ​ 5,177 ​ Total assets ​ $ 196,807 ​ $ 201,322 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders’ equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 2,861 ​ $ 2,914 ​ Accrued expenses: ​ ​ ​ ​ ​ ​ ​ Accrued payroll and payroll taxes ​ 5,128 ​ 5,327 ​ Other accrued expenses ​ 6,645 ​ 7,123 ​ Barter transactions ​ 1,009 ​ 794 ​ Current portion long-term debt ​ ​ 5,000 ​ ​ — ​ Total current liabilities ​ 20,643 ​ 16,158 ​ Deferred income taxes ​ 21,332 ​ 21,927 ​ Long-term debt ​ — ​ 5,000 ​ Other liabilities ​ 6,603 ​ 6,757 ​ Total liabilities ​ 48,578 ​ 49,842 ​ Commitments and contingencies (Note 6, 9 and 10) ​ — ​ — ​ Shareholders’ equity: ​ ​ ​ ​ ​ ​ ​ Common stock ​ ​ 83 ​ ​ 83 ​ Additional paid-in capital ​ 76,280 ​ 75,749 ​ Retained earnings ​ 109,274 ​ 113,884 ​ Treasury stock ​ ( 37,408 ) ​ ( 38,236 ) ​ Total shareholders’ equity ​ 148,229 ​ 151,480 ​ Total liabilities and shareholders' equity ​ $ 196,807 ​ $ 201,322 ​ Note: 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. 3 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (Unaudited) ​ ​ (In thousands, except per share data) Net operating revenue ​ $ 26,402 ​ ​ ​ $ 28,229 ​ $ 49,269 ​ ​ ​ $ 52,441 Station operating expenses ​ 23,436 ​ 22,226 ​ 45,448 ​ 44,189 Corporate general and administrative ​ 2,676 ​ 3,074 ​ 5,652 ​ 6,241 Depreciation and amortization ​ 1,184 ​ 1,267 ​ ​ 2,358 ​ 2,593 (Gain) loss on sale of assets, net ​ ​ ( 1,517 ) ​ ​ 253 ​ ​ ( 1,550 ) ​ ​ 307 Operating income (loss) ​ 623 ​ 1,409 ​ ( 2,639 ) ​ ( 889 ) Interest expense ​ 92 ​ 107 ​ 183 ​ 214 Interest income ​ ( 578 ) ​ ( 210 ) ​ ( 812 ) ​ ( 432 ) Other income ​ ​ ( 1 ) ​ ​ ( 1 ) ​ ​ ( 56 ) ​ ​ ( 24 ) Income (loss) before income tax expense ​ 1,110 ​ 1,513 ​ ( 1,954 ) ​ ( 647 ) Income tax (benefit) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ — ​ 510 ​ 75 ​ ( 160 ) Deferred ​ ​ 150 ​ ( 125 ) ​ ( 595 ) ​ ( 40 ) ​ ​ 150 ​ 385 ​ ( 520 ) ​ ( 200 ) Net income (loss) ​ $ 960 ​ $ 1,128 ​ $ ( 1,434 ) ​ $ ( 447 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.15 ​ $ 0.18 ​ $ ( 0.23 ) ​ $ ( 0.07 ) Diluted ​ $ 0.15 ​ $ 0.18 ​ $ ( 0.23 ) ​ $ ( 0.07 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares ​ 6,095 ​ 6,176 ​ 6,084 ​ 6,138 Weighted average common and common equivalent shares ​ 6,095 ​ 6,176 ​ 6,084 ​ 6,138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared per share ​ $ 0.25 ​ $ 0.25 ​ $ 0.50 ​ $ 0.50 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 4 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the three and six months ended June 30, 2026 and 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Additional ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Common Stock ​ Paid-In ​ Retained ​ Treasury ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Stock ​ ​ ​ Equity ​ ​ (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2024 ​ 8,183 ​ $ 82 ​ — ​ $ — ​ $ 74,334 ​ $ 128,216 ​ $ ( 36,710 ) ​ $ 165,922 Net loss, three months ended March 31, 2025 — ​ ​ — — ​ — ​ — ​ ( 1,575 ) ​ — ​ ( 1,575 ) Dividends declared per common share — ​ — — ​ — ​ — ​ ( 1,604 ) ​ — ​ ( 1,604 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 527 ​ ​ — ​ — ​ 527 401(k) plan contribution — ​ — — ​ — ​ ( 717 ) ​ — ​ 1,007 ​ 290 Balance at March 31, 2025 8,183 ​ $ 82 — ​ $ — ​ $ 74,144 ​ $ 125,037 ​ $ ( 35,703 ) ​ $ 163,560 Net income, three months ended June 30, 2025 — ​ — — ​ — ​ — ​ 1,128 ​ — ​ 1,128 Forfeiture of restricted stock ( 1 ) ​ — — ​ — ​ — ​ — ​ — ​ — Dividends declared per common share — ​ — — ​ — ​ — ​ ( 1,611 ) ​ — ​ ( 1,611 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 603 ​ — ​ — ​ 603 Balance at June 30, 2025 8,182 ​ $ 82 — ​ $ — ​ $ 74,747 ​ $ 124,554 ​ $ ( 35,703 ) ​ $ 163,680 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Additional ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Common Stock ​ Paid-In ​ Retained ​ Treasury ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Stock ​ ​ ​ Equity ​ ​ (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2025 ​ 8,304 ​ $ 83 ​ — ​ $ — ​ $ 75,749 ​ $ 113,884 ​ $ ( 38,236 ) ​ $ 151,480 Net loss, three months ended March 31, 2026 — ​ — — ​ — ​ — ​ ( 2,394 ) ​ — ​ ( 2,394 ) Forfeiture of restricted stock ​ ( 4 ) ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Dividends declared per common share — ​ — — ​ — ​ — ​ ( 1,585 ) ​ — ​ ( 1,585 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 518 ​ — ​ — ​ 518 Purchase of shares held in treasury — ​ — — ​ — ​ — ​ — ​ ( 13 ) ​ ( 13 ) 401(k) plan contribution — ​ — — ​ — ​ ( 535 ) ​ — ​ 841 ​ 306 Balance at March 31, 2026 ​ 8,300 ​ $ 83 — ​ $ — ​ $ 75,732 ​ $ 109,905 ​ $ ( 37,408 ) ​ $ 148,312 Net income, three months ended June 30, 2026 — ​ — — ​ — ​ — ​ 960 ​ — ​ 960 Forfeiture of restricted stock ​ ( 2 ) ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Dividends declared per common share — ​ — — ​ — ​ — ​ ​ ( 1,591 ) ​ — ​ ( 1,591 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 548 ​ — ​ — ​ 548 Balance at June 30, 2026 8,298 ​ $ 83 — ​ $ — ​ $ 76,280 ​ $ 109,274 ​ $ ( 37,408 ) ​ $ 148,229 See accompanying notes to unaudited condensed consolidated financial statements. ​ 5 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ (Unaudited) ​ ​ (In thousands) ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 1,434 ) ​ $ ( 447 ) ​ Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 2,358 ​ ​ 2,593 ​ Deferred income tax benefit ​ ​ ( 595 ) ​ ​ ( 40 ) ​ Amortization of deferred costs ​ ​ 13 ​ ​ 16 ​ Compensation expense related to restricted stock awards ​ ​ 1,066 ​ ​ 1,130 ​ Provision for credit losses ​ ​ 196 ​ ​ 225 ​ (Gain) Loss on sale of assets, net ​ ​ ( 1,550 ) ​ ​ 307 ​ Other gains ​ ​ — ​ ​ ( 27 ) ​ Gain on insurance claim ​ ​ ( 56 ) ​ ​ — ​ Non-cash rent expense ​ ​ 407 ​ ​ — ​ Non-cash interest income ​ ​ ( 381 ) ​ ​ — ​ Barter revenue (net) ​ ​ ( 73 ) ​ ​ ( 163 ) ​ Deferred and other compensation ​ ​ ( 128 ) ​ ​ ( 98 ) ​ Changes in operating lease assets and liabilities (net) ​ ​ ( 32 ) ​ ​ 705 ​ Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ (Increase) decrease in current assets ​ ​ ( 439 ) ​ ​ ( 1,501 ) ​ (Decrease) increase in accounts payable, accrued expenses, and other liabilities ​ ​ ( 629 ) ​ ​ ( 581 ) ​ Total adjustments ​ ​ 157 ​ ​ 2,566 ​ Net cash (used in) provided by operating activities ​ ​ ( 1,277 ) ​ ​ 2,119 ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Purchase of short-term investments ​ ​ ( 11,758 ) ​ ​ ( 9,031 ) ​ Redemption of short-term investments ​ ​ 11,758 ​ ​ 9,031 ​ Acquisition of property and equipment (Capital Expenditures) ​ ( 2,041 ) ​ ( 2,010 ) ​ Proceeds from sale and disposal of assets ​ ​ 2,323 ​ ​ 10 ​ Proceeds from insurance claims, redemption of investments and other ​ 56 ​ ​ 27 ​ Net cash provided by (used in) investing activities ​ 338 ​ ( 1,973 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Cash dividends paid ​ ( 3,176 ) ​ ( 3,215 ) ​ Purchase of treasury shares ​ ( 13 ) ​ — ​ Net cash used in financing activities ​ ( 3,189 ) ​ ( 3,215 ) ​ Net decrease in cash and cash equivalents ​ ( 4,128 ) ​ ( 3,069 ) ​ Cash and cash equivalents, beginning of period ​ 22,506 ​ 18,860 ​ Cash and cash equivalents, end of period ​ $ 18,378 ​ $ 15,791 ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 6 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by 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 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. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. (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 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 Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of Common Stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan and the Company’s 2023 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities. 7 Table of Contents The following table sets forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ (In thousands, except per share data) ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 960 ​ $ 1,128 ​ $ ( 1,434 ) ​ $ ( 447 ) ​ Less: Income (Loss) allocated to unvested participating securities ​ 42 ​ 47 ​ ( 64 ) ​ ( 21 ) ​ Net income (loss) available to common shareholders ​ $ 918 ​ $ 1,081 ​ $ ( 1,370 ) ​ $ ( 426 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator for basic earnings per share — weighted average shares ​ 6,095 ​ 6,176 ​ 6,084 ​ 6,138 ​ Effect of dilutive securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock equivalents ​ — ​ — ​ — ​ — ​ Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions ​ 6,095 ​ 6,176 ​ 6,084 ​ 6,138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.15 ​ $ 0.18 ​ $ ( 0.23 ) ​ $ ( 0.07 ) ​ Diluted ​ $ 0.15 ​ $ 0.18 ​ $ ( 0.23 ) ​ $ ( 0.07 ) ​ ​ 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 We account for marketable securities in accordance with ASC 320, “ Investments – Debt Securities, ” which require that certain debt securities be classified into one of three categories: 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 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 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 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. 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 June 30, 2026. ​ 8 Table of Contents Allowance for Credit Losses A provision for credit losses is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. 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. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Write Off of ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance ​ Charged to ​ Uncollectible ​ Balance at ​ ​ at Beginning ​ Costs and ​ Accounts, Net of ​ End of Six Months Ended ​ ​ of Period ​ ​ Expenses ​ ​ Recoveries ​ ​ Period ​ ​ (in thousands) June 30, 2026 ​ $ 1,136 ​ $ 196 ​ $ ( 670 ) ​ $ 662 ​ Income Taxes 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. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Segments We serve twenty-eight radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Company’s Chief Executive Officer is our Chief Operating Decision Maker (“CODM”) and evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. 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 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 Operations. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary. ​ ​ 9 Table of Contents 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, ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands) ​ (In thousands) Programming and Technical ​ $ 7,216 ​ ​ ​ $ 7,338 ​ $ 14,080 ​ ​ ​ $ 14,544 Station General and Administrative ​ 6,902 ​ 6,615 ​ 13,901 ​ 13,765 Selling ​ 5,906 ​ 5,713 ​ 11,055 ​ 10,871 Digital ​ ​ 2,666 ​ ​ 1,807 ​ ​ 4,978 ​ ​ 3,470 Other (1) ​ 746 ​ 753 ​ 1,434 ​ 1,539 Station Operating Expense ​ $ 23,436 ​ $ 22,226 ​ $ 45,448 ​ $ 44,189 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Other includes production and news departments, advertising and promotional expense. ​ 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 ​ Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. Upon classification as held for sale, non-current assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Depreciation or amortization on such assets ceases from the date of classification. 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. ​ ​ ​ 10 Table of Contents ​ 2. Recent Accounting Pronouncements New Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE )” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses on an annual and interim basis. In January 2025, the FASB issued ASU 2025-01 clarifying the effective date for ASU 2024-03. ASU 2024-03 is effective for us for annual periods beginning January 1, 2027 and interim periods beginning after January 1, 2028. We are currently evaluating the impact ASU 2024-03 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. ​ ​ 3. Revenue Nature of goods and services The following is a description of principal activities from which we generate our revenue: Broadcast Advertising Revenue Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. 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. Digital Advertising Revenue 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. Digital audio stream revenue is recognized when the commercial spots have streamed. Third-party products such as targeted display advertising are recognized over time as digital items are used for advertising content and impression targets are met each month. 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 digital revenue with the exception of national streaming where we operate as the agent. Other Revenue Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied. 11 Table of Contents Disaggregation of Revenue 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 ​ ​ June 30, June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ (in thousands) (in thousands) Types of Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Broadcast Advertising Revenue, net ​ $ 19,574 ​ $ 21,626 ​ $ 36,543 ​ $ 40,480 ​ Digital Advertising Revenue ​ 5,259 ​ 4,558 ​ 9,633 ​ 8,053 ​ Other Revenue ​ 1,569 ​ 2,045 ​ 3,093 ​ 3,908 ​ Net Revenue ​ $ 26,402 ​ $ 28,229 ​ $ 49,269 ​ $ 52,441 ​ ​ Contract Liabilities Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally, all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial. Transaction Price Allocated to the Remaining Performance Obligations 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. ​ 4. 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. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. 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. 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 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 six months ended June 30, 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. ​ 12 Table of Contents If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements. ​ Intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lives of the leases ranging from five to twenty-six years . Other intangibles are amortized over one to fifteen years . Customer relationships are amortized over three years . ​ 5. Common Stock and Treasury Stock 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. Christian. 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 June 30, 2026, no shares of Class B common stock are issued or outstanding. Dividends. 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 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. 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. 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. 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 June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ Common Stock Issued ​ ​ ​ ​ Class A ​ ​ ​ Class B ​ ​ (Shares in thousands) Balance, January 1, 2025 ​ 8,183 ​ — Issuance of restricted stock 126 — Forfeiture of restricted stock ( 5 ) — Balance, December 31, 2025 8,304 — Forfeiture of restricted stock ​ ( 6 ) ​ — Balance, June 30, 2026 8,298 — ​ ​ 13 Table of Contents 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 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. The Rule 10b5-1 repurchase plan allows us to repurchase our shares during periods when we would normally not be active in the market due to our internal trading blackout periods. Under the plan, we may repurchase our Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable Security and Exchange Commission regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan are funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. Our original purchase authorization was effective until September 1, 2018 and has been extended several times, with the most recent authorization instructions extension being through May 28, 2020. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan. 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. ​ 6. Leases We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. 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 $ 10.2 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 . 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. 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 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. 14 Table of Contents 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, ​ ​ ​ ​ ​ 2026 (a) ​ ​ ​ $ 865 2027 ​ 1,638 2028 ​ 1,259 2029 ​ 825 2030 ​ 663 Thereafter ​ 674 Total lease payments (b) ​ 5,924 Less: Interest (c) ​ 785 Present value of lease liabilities (d) ​ $ 5,139 ​ (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 June 30, 2026. (c) Our leases do not provide a readily determinable implicit rate. 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 June 30, 2026. ​ The above amounts do not include the non-cash payments resulting from the sale-leaseback transaction. ​ ​ ​ ​ ​ 7. Income taxes 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. discrete items) occurring during the interim period. ​ 8. Stock-Based Compensation 2005 Incentive Compensation Plan 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”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the plan by 90,000 shares of Class B Common Stock. 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. As of December 31, 2025, there are no longer any unvested restricted stock awards for the Second Restated 2005 Plan. 2023 Incentive Compensation Plan On May 8, 2023 our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. 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 15 Table of Contents 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 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 six months ended June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ ​ ​ ​ Fair ​ ​ ​ ​ Shares ​ ​ ​ Value Outstanding at January 1, 2026 ​ 278,673 ​ $ 13.16 Vested ​ 11,555 ​ ​ 13.07 Forfeited ​ 5,563 ​ ​ 14.07 Non-vested and outstanding at June 30, 2026 261,555 $ 13.15 ​ 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 and six months ended June 30, 2026 and 2025 was $ 144,000 , $ 280,000 , $ 159,000 and $ 297,000 , respectively. ​ 9. Long-Term Debt Long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands) Credit agreement ​ $ 5,000 ​ $ 5,000 Amounts payable within one year ​ ( 5,000 ) ​ — ​ ​ $ — ​ $ 5,000 ​ 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. 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. 16 Table of Contents 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. ​ 10. Litigation 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. ​ 11. Dividends 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. 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. ​ 12. 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 (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. The Company’s insurance policy provides coverage for repairs and replacements. 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. 13. 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 $ 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 17 Table of Contents 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. 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. 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 $ 1.00 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 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 % . 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 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. 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. 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 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 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. 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 18 Table of Contents 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): ​ ​ ​ ​ ​ ​ Amount Prepaid rent at lease commencement ​ $ 5,244 Amortization expense (non-cash rent expense) ​ ​ ( 54 ) Prepaid rent at December 31, 2025 ​ $ 5,190 Amortization expense (non-cash rent expense) ​ ​ ( 55 ) Derecognition of prepaid rent upon the Amendments ​ ​ ( 5,135 ) Prepaid rent at June 30, 2026 ​ $ — ​ ​ 14. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Fair Value ​ June 30, ​ December 31, Financial Instrument ​ ​ ​ Hierarchy ​ ​ ​ 2026 ​ ​ ​ 2025 Cash and cash equivalents Level 1 ​ $ 18,378 ​ $ 22,506 Short-term investments ​ Level 1 ​ ​ 9,466 ​ ​ 9,300 Accounts receivable, net of allowance ​ Level 1 ​ ​ 13,208 ​ ​ 14,031 Notes receivable ​ Level 3 ​ ​ 5,660 ​ ​ — Revolving Credit Facility Level 2 ​ 5,000 ​ 5,000 ​ ​ 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. 19 Table of Contents ​