SAGA COMMUNICATIONS INC 10-K

Item 5. Market for Registrant’s Common Equity, Related Shareholder 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. The closing price for our Class A Common Stock on March 3, 2023 as reported by the NASDAQ was $24.05. As of March 3, 2023, there were approximately 174 holders of record of our Class A Common Stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. Dividends During 2022, our Board of Directors declared four quarterly cash dividends and two special dividends totaling $4.86 per share on our Classes A and B shares. These dividends totaling approximately $29.6 million were accrued or paid during 2022. In December 2022, the Board of Directors adopted a new variable dividend policy for the allocation of cash flows aligned with the Company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions. Under the new policy, in addition to any quarterly and special dividends paid, the Company will declare an additional dividend in the second quarter of each year of 70% of the preceding year’s annual Free Cash Flow, as reported in the Company’s fourth quarter earnings release, net of acquisitions, special and quarterly dividends, debt paydowns and debt issuance costs, and stock buybacks. See Note 1 of the financial statements for specific details on the dividends. 29 Table of Contents During 2021, our Board of Directors declared three quarterly cash dividends and a special dividend totaling $0.98 per share on our 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 our 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. The Company currently intends to declare regular quarterly cash dividends, special dividends, variable dividends, and stock buybacks in the future consistent with its goals as previously stated. The declaration and payment of any future dividend, whether fixed, special, or based upon the variable policy, will remain at the full discretion of the Company’s Board of Directors and will depend upon the Company’s financial results, cash requirements, future expectations, and other factors that the Company’s Board of Directors finds relevant at the time of considering any potential dividend declaration. Securities Authorized for Issuance Under Equity Compensation Plan Information The following table sets forth as of December 31, 2022, 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 Shareholders: ​ ​ ​ Employees’ 401(k) Savings and Investment Plan — ​ $ — ​ 520,665 2005 Incentive Compensation Plan 91,120 (1) $ — (2) 125,295 Equity Compensation Plans Not Approved by Shareholders: ​ ​ None — ​ ​ ​ ​ — Total 91,120 ​ ​ ​ ​ 645,960 (1) All 91,120 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, 2022. 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, 2022 ​ — ​ $ — ​ — ​ $ 18,343,398 November 1 - November 30, 2022 ​ 5,771 ​ $ 24.24 ​ — ​ $ 18,203,509 December 1 - December 31, 2022 ​ — ​ $ — ​ — ​ $ 18,203,509 Total 5,771 ​ $ 24.24 — ​ $ 18,203,509 (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