Other Information
−Removed: None of the Company’s directors or executive officers adopted , modified or terminated a Rule 10b5-1 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 March 31, 2025.
+Added: (a) N o n e .
+Added: (b) On June 20, 2025, the Company filed a Current Report on Form 8-K announcing the adoption of an amended and restated bylaws (“Amended and Restated Bylaws”) of the Company, which make material changes to the procedures by which the Company’s shareholders may recommend nominees to the Company’s Board of Directors.
+Added: The Amended and Restated Bylaws, among other things:
+Added: ● Enhance procedural mechanics and disclosure requirements applicable to shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings (excluding proposals submitted pursuant to Rule 14a-8 under the Exchange Act, including by defining certain terms and requiring disclosure of relationships of noticing shareholders with other shareholders, entities that provide financial support for a nomination or proposal, conflicts of interest of a noticing party, and compensation received by director nominees;
+Added: ● Provide the same timeliness requirements for such shareholder nominations and proposals regarding other business;
+Added: ● Provide that the Company may disregard any proxies or votes for a noticing shareholder’s director nominees if, after such shareholder provides notice to the Company pursuant to Rule 14a-19 under the Exchange Act, such shareholder subsequently fails to comply with the rule;
+Added: ● Require a shareholder submitting a nomination or proposal for other business pursuant to the Amended and Restated Bylaws to update or supplement its notice to the Company as of specified dates;
+Added: ● Specify the powers of the Board and chair of a shareholder meeting to regulate conduct at such meeting and to adjourn a meeting;
+Added: ● Require director candidates to complete a written questionnaire, make themselves available for interviews with members of the Board, and make a representation regarding any voting commitments, arrangements with other shareholders, and intent to serve as a director if elected;
+Added: ● Establish procedures for the fixing of a record date for determining stockholders entitled to call a special meeting of shareholders;
+Added: ● Provide that a record date for the purpose of determining the shareholders entitled to notice of, or to vote at, any shareholders’ meeting, or for other specified purposes, shall not be more than 70 days before the meeting or other action requiring a determination of shareholders;
+Added: ● Permit special meetings of the Board to be called on less than 24 hours’ notice, if necessary or appropriate under the circumstances;
+Added: ● Make various other updates, including ministerial and conforming changes.
+Added: Shareholder proposals and shareholder nominations of persons for election to the Board for consideration by shareholders at the Company’s 2026 Annual Meeting of Shareholders, and which are not intended to be included in the Company’s proxy statement for such meeting, must be submitted in accordance with, and provide certain information required by, the Amended and Restated Bylaws.
+Added: Pursuant to the Company’s new Amended and Restated Bylaws, such information must be delivered or mailed to and received at the principal executive offices of the Company by February 1, 2026.
+Added: In the event that the date of the annual meeting is earlier than April 12, 2026 or later than July 1, 2026, such information to be timely must instead be so delivered not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which the Company announces the date of the annual meeting.
+Added: This information is an update to information about such deadlines that the Company provided in its proxy statement in connection with the 2025 Annual Meeting of Shareholders, prior to the adoption of the Amended and Restated Bylaws.
+Added: Articles of Incorporation of Saga Communications Reincorporation, Inc.
+Added: Amended and Restated Bylaws of Saga Communications, Inc., a Florida corporation .
+Added: Description of the Company’s Securities
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.
9 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+Added: Filed herewith.
+Added: Exhibit filed with the Company’s Form 8-K filed on May 20, 2020 and incorporated by reference herein.
+Added: Exhibit filed with the Company’s Form 8-K filed on June 20, 2025 and incorporated by reference herein.
+Added: Exhibit filed with the Company’s Form 10-K for the year ended December 31, 2019 and incorporated by reference herein.
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.
+Added: August 8, 2025
/s/ SAMUEL D.
−Removed: Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
+Added: Executive Vice President and Chief Financial Officer (Principal Financial Officer)
+Added: August 8, 2025
/s/ CATHERINE A.
1 unchanged sentence
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.