Item 5. Other Information
Item 5. Other Information
(a) Termination of Credit Agreement.
On August 11, 2026, the Company terminated its Credit Agreement, dated as of August 18, 2015, as amended by that certain First Amendment, dated September 1, 2017, that certain Second Amendment, dated June 17, 2018, that certain Third Amendment, dated December 19, 2022, and that certain Fourth Amendment, dated October 17, 2025, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, the “Credit Agreement”).
Prior to termination, the Credit Agreement provided for a revolving credit facility with aggregate commitments of $40.0 million. As of June 30, 2026, the Company had $5.0 million of borrowings outstanding under the Credit Agreement, which borrowings were incurred in connection with the Company’s Lafayette acquisition, and approximately $35.0 million of unused borrowing capacity. As of June 30, 2026, the Company was not in compliance with the Credit Agreement’s minimum fixed charge coverage ratio covenant.
After evaluating its cash position, short-term investments, expected operating cash flows and anticipated liquidity needs, the Company determined to repay all outstanding borrowings under the Credit Agreement and terminate the facility. On August 6, 2026, the Company repaid the outstanding $5.0 million principal balance under the Credit Agreement, together with all accrued and unpaid interest and other amounts payable in connection therewith. On August 11, 2026, the Company terminated the Credit Agreement. Following such termination, the Company no longer has borrowing availability under the Credit Agreement.
The Company did not incur any material early termination penalties in connection with the termination of the Credit Agreement. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its
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entirety by reference to the Credit Agreement and amendments thereto, including the Fourth Amendment previously filed by the Company with the Securities and Exchange Commission.
(c ) N o n e of the Company’s directors or executive officers adopted, modified or terminated a Rule 10b 5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended June 30, 2026.
Item 6. Exhibits
Exhibit No.
Location
31.1
*
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
*
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
**
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
**
Filed herewith.
Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SAGA COMMUNICATIONS, INC.
Date: August 14, 2026
/s/ SAMUEL D. BUSH
Samuel D. Bush
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: August 14, 2026
/s/ CATHERINE A. BOBINSKI
Catherine A. Bobinski
Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.