SAGA COMMUNICATIONS INC 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock trades on the NASDAQ Global Market of the NASDAQ Stock Market LLC under the ticker symbol SGA. There is no public trading market for our Class B Common Stock. The closing price for our Class A Common Stock on March 4, 2022 as reported by the NASDAQ was $22.45. As of March 4, 2022, there were approximately 166 holders of record of our Class A Common Stock, and one holder of our Class B Common Stock. Dividends During 2021, our Board of Directors declared three quarterly cash dividends and a special dividend totaling $0.98 per share on its Classes A and B shares. These dividends totaling approximately $5.9 million were accrued or paid during 2021. See Note 1 of the financial statements for specific details on the dividends. During 2020, our Board of Directors declared one quarterly cash dividends totaling $0.32 per share on its Classes A and B shares. These dividends totaling approximately $1.9 million were paid during 2020. In the second quarter of 2020, our Board of Directors announced that it was temporarily suspending the quarterly cash dividend in response to the continued uncertainty of the ongoing impact of COVID-19. See Note 1 of the financial statements for specific details on the dividends. During 2019, our Board of Directors declared four quarterly cash dividends totaling $1.20 per share on its Classes A and B shares. These dividends totaling approximately $7.1 million were accrued or paid during 2019. See Note 1 of the financial statements for specific details on the dividends. The Company currently intends to pay regular quarterly cash dividends in the future as declared by the Board of Directors. Consisten with returning value to our shareholders, the Board of Directors may also consider declaring special cash dividends, stock dividends, and stock buybacks in the future. ​ 29 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plan Information The following table sets forth as of December 31, 2021, the number of securities outstanding under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) ​ (b) ​ (c) ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ Securities ​ ​ Number of ​ ​ ​ ​ Remaining ​ ​ Shares to be ​ ​ ​ ​ Available for ​ ​ Issued Upon ​ ​ ​ ​ Future Issuance ​ ​ Exercise of ​ Weighted-Average ​ Under Equity ​ ​ Outstanding ​ Exercise Price of ​ Compensation ​ ​ Options ​ Outstanding Options, ​ Plans ​ ​ Warrants, and ​ Warrants ​ (Excluding Plan Category Rights and Rights Column (a)) ​ ​ ​ ​ ​ ​ ​ ​ Equity Compensation Plans Approved by Stockholders: ​ ​ ​ Employees’ 401(k) Savings and Investment Plan — ​ $ — ​ 520,665 2005 Incentive Compensation Plan 100,609 (1) $ — (2) 251,069 Equity Compensation Plans Not Approved by Stockholders: ​ ​ None — ​ ​ ​ ​ — Total 100,609 ​ ​ ​ ​ 771,734 (1) All 100,609 shares are restricted stock. (2) Weighted-Average Exercise Price of Outstanding Options is $0.00 as they are all restricted stock. Recent Sales of Unregistered Securities Not applicable. ​ 30 Table of Contents Issuer Purchases of Equity Securities The following table summarizes our repurchases of our Class A Common Stock during the three months ended December 31, 2021. Shares repurchased during the quarter were from the retention of shares for the payment of withholding taxes related to the vesting of restricted stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ Approximate ​ ​ ​ ​ ​ ​ ​ of ​ Dollar ​ ​ ​ ​ ​ ​ Shares ​ Value of ​ ​ ​ ​ ​ ​ Purchased ​ Shares ​ ​ Total ​ Average ​ as Part of ​ that May Yet be ​ ​ Number ​ Price ​ Publicly ​ Purchased ​ ​ of Shares ​ Paid per ​ Announced ​ Under the Period Purchased (1) Share Program Program(2) October 1 - October 31, 2021 ​ — ​ $ — ​ — ​ $ 18,785,315 November 1 - November 30, 2021 ​ 16,577 ​ $ 26.25 ​ — ​ $ 18,350,169 December 1 - Decemer 31, 2021 ​ — ​ $ — ​ — ​ $ 18,350,169 Total 16,577 ​ $ 26.25 — ​ $ 18,350,169 (1) All shares were purchased other than through a publicly announced plan or program. The shares were forfeited to the Company for payment of tax withholding obligations related to the vesting of restricted stock. (2) We have a Stock Buy-Back Program which allows us to purchase our Class A Common Stock. In February 2013, our Board of Directors authorized an increase in the amount committed to the Buy-Back Program from $60 million to approximately $75.8 million. Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are no longer required to provide a performance graph. ​ Item 6. [ Reserved ] ​ 31 Table of Contents ​