CMLS 10-K & 10-Q changes, risk factors and insider trading

Risks Related to the Restructuring

The Chapter 11 Cases may negatively impact our business, financial condition, or operations and subject us to uncertainties.

As previously disclosed on March 4, 2026, the Debtors intend to implement a Restructuring in accordance with (i) the Restructuring Support Agreement with (a) the Consenting 2029 Term Loan Lenders of the Company’s outstanding term loans under the 2029 Credit Agreement and (b) the Consenting 2029 Noteholders of the Company’s Senior Notes due 2029 issued under the 2029 Notes Indenture and (ii) the ABL Commitment Letter with Fifth Third Bank, as administrative agent, and the ABL Parties to the ABL Credit Agreement and the Existing ABL Credit Facility. The Restructuring Support Agreement contemplates effectuating the Restructuring through the Chapter 11 Cases pursuant to the Plan.

The Chapter 11 Cases may affect the Debtors' relationships with, and their ability to negotiate favorable terms with, creditors, customers, vendors, suppliers, employees, and other personnel and counterparties. While the Debtors expect to continue normal operations during the pendency of the Chapter 11 Cases, public perception of their continued viability may affect, among other things, the desire of new and existing customers, talent, vendors, content partners, landlords, employees, or other parties to enter into or continue their agreements or arrangements with the Debtors. The failure to maintain any of these important relationships could adversely affect the Debtors’ business, financial condition, and operations.

Commencement of the Chapter 11 Cases may exacerbate concerns vendors and service providers may have about the Debtors’ liquidity and/or negatively affect the Debtors’ ability to obtain or maintain normal credit terms with vendors. During the pendency of the Chapter 11 Cases, any transactions by the Debtors that would take place outside of the ordinary course of business are subject to the approval of the Bankruptcy Court. This requirement may limit the Debtors’ ability to respond on a timely basis to certain events or take advantage of certain opportunities. As a result, the effect that the Chapter 11 Cases will have on the Debtors’ business, financial condition, and operations cannot be accurately predicted or quantified at this time. Additionally, the terms of the cash collateral orders may limit the Debtors’ ability to undertake certain business initiatives.

Furthermore, the Debtors may not realize any or all of the intended benefits of the Plan, the benefits may not be on the terms or in the manner the Debtors expect, and the costs incurred may exceed the intended benefits. The occurrence of one or more of these events could have a material and adverse effect on the Company’s operations, financial condition and reputation and the Debtors cannot assure you that being subject to bankruptcy proceedings will not adversely affect their operations in the future. Additionally, other risks the Debtors face, as described in this Annual Report on Form 10-K, may be exacerbated by the impacts of their entry into bankruptcy.

The cash collateral may be insufficient to fund our business operations or may be unavailable if we do not comply with the terms of the Final Cash Collateral Orders.

Although the Debtors project that they will have sufficient liquidity to operate their businesses through the Plan Effective Date, there can be no assurance that the revenue generated by the Company’s business operations and the cash made available to the Debtors under the cash collateral orders will be sufficient to fund the Company’s operations. Moreover, if the Chapter 11 Cases take longer than expected to conclude, the Debtors may exhaust their available cash collateral. There is no assurance that the Debtors will be able to obtain an extension of the right to use cash collateral, in which case, the liquidity necessary for the orderly functioning of the Debtors’ businesses may be impaired materially. In addition, the Company does not currently have financing available to it in the form of a debtor-in-possession credit facility. In the event that revenue flows are not sufficient to meet the Company’s liquidity requirements, or the Chapter 11 Cases take longer than expected to conclude, the Company may be required to seek such financing. There can be no assurance that such additional financing would be available or, if available, offered on terms that are acceptable to the Company or the Bankruptcy Court. If, for one or more reasons, the Company is unable to obtain such additional financing, the Company’s business and assets may be subject to liquidation under Chapter 7 of the Bankruptcy Code and the Company may cease to continue as a going concern.

The Final Cash Collateral Order includes affirmative and negative covenants applicable to the Debtors, including compliance with a budget and maintenance of certain minimum liquidity requirements. There can be no assurance that the Company will be able to comply with these covenants and meet its obligations as they become due or to comply with the other terms and conditions of Final Cash Collateral Order. Any event of default under the Final Cash Collateral Order could imperil the Debtors’ ability to reorganize.

We may not be able to obtain confirmation of the Plan as outlined in the Restructuring Support Agreement.

To emerge successfully from Bankruptcy Court protection as a viable entity, we must meet certain statutory requirements with respect to adequacy of disclosure with respect to the plan of reorganization, obtain the requisite acceptances of such a plan and fulfill other statutory conditions for confirmation of such a plan, which have not occurred to date. The confirmation process is subject to numerous, unanticipated potential delays, including a delay in the Bankruptcy Court’s commencement of the confirmation hearing regarding our proposed Plan (or any Chapter 11 plan). The confirmation hearing regarding our proposed Plan is currently scheduled to begin on April 15, 2026.

Although the Debtors believe that the Plan will satisfy all requirements necessary for confirmation by the Bankruptcy Court, there can be no assurance that the Bankruptcy Court will reach the same conclusion, that modifications to the Plan will not be required prior to confirmation, or that such modifications would not necessitate re-solicitation of votes to accept the Plan. Moreover, the Debtors can make no assurances that they will receive the requisite support from the voting classes for acceptance to confirm the Plan. Voting is assessed on a class-wide basis; under the Bankruptcy Code, a class is deemed to vote in favor of a plan if the plan is favored by (i) at least 50% of the claims in such class (in number) actually voting and (ii) claims constituting at least two-thirds of the total claims (in value) in the class actually voting.

Even if each of the requisite classes vote in favor of the Plan in accordance with the requirements of the Bankruptcy Code and the requirements for “cramdown” (as described below) are met with respect to any impaired class that rejected or was deemed to reject the Plan, the Bankruptcy Court may decline to confirm the Plan if it finds that any of the requirements for confirmation have not been satisfied. If the Plan is not confirmed, it is unclear what distributions holders of claims or interests ultimately would receive with respect to such claims or interests under a subsequent plan of reorganization.

In the event that any impaired class of claims or interests does not accept or is deemed not to accept the Plan, the Bankruptcy Court may nonetheless confirm the Plan at the Debtors’ request if at least one impaired class has voted to accept the Plan (with such acceptance being determined without inclusion of the votes of any “insider” in such class), and as to each impaired class that has not accepted the Plan, the Bankruptcy Court determines that the Plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired classes. Such outcome is referred to colloquially as a “cramdown.” In the event that any class or classes entitled to vote on the Plan vote to reject it, the Debtors believe that the Plan satisfies the requirements for non-consensual confirmation so long as one of the voting classes votes to accept it. But there can be no assurance that the Bankruptcy Court will agree. In addition, the pursuit of non-consensual confirmation of the Plan may result in, among other things, increased expenses relating to professional compensation.

The Plan Effective Date may not occur.

There can be no assurance as to the timing of the Plan Effective Date. If the conditions precedent to the Plan Effective Date set forth in the Plan have not occurred or have not been waived as set forth in the Plan, then the confirmation order may be vacated, in which event no distributions would be made under the Plan, the Debtors and all holders of claims and interests would be restored to the status quo ante as of the day immediately preceding the confirmation date, and the Debtors’ obligations with respect to claims and interests would remain unchanged. Notably, the conditions precedent include the requirement that the Debtors obtain all governmental and material-third party approvals necessary to effectuate the Restructuring Transactions, including required approvals from the FCC. Moreover, absent an extension, the Restructuring Support Agreement may be terminated by the Consenting 2029 Holders if the Plan Effective Date does not occur by the applicable milestone deadline. The Debtors cannot assure that the conditions precedent to the Plan’s effectiveness will occur or be waived by such date.

If the Restructuring Support Agreement is terminated, our ability to confirm and consummate the Plan could be materially and adversely affected.

The Restructuring Support Agreement contains provisions that may allow the Consenting 2029 Holders the ability to terminate their obligations to support the Restructuring Transactions as contemplated by the Plan upon the occurrence or non-occurrence of certain events or if certain conditions are not satisfied or waived, including, in the case of the Consenting 2029 Holders’ termination rights, the failure by the Debtors to achieve the milestones set forth in the Restructuring Support Agreement. Termination of the Restructuring Support Agreement could significantly and detrimentally impact the Debtors’ business and relationships with, among others, vendors, suppliers, employees, and customers, or, as described below, could result in the dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.

The Chapter 11 Cases could be dismissed or converted into Chapter 7 cases.

If no Chapter 11 plan can be confirmed, or if the Bankruptcy Court otherwise finds that it would be in the best interests of holders of claims or interests, the Chapter 11 Cases may be dismissed or converted to cases under Chapter 7 of the Bankruptcy Code. In the event that the Chapter 11 Cases are dismissed, the Debtors would cease to benefit from the protections of the Bankruptcy Code, including the automatic stay, and creditors would be entitled to exercise remedies under applicable non-bankruptcy law. In the event that the Chapter 11 Cases were converted to cases under Chapter 7 of the Bankruptcy Code, a trustee would be appointed or elected to liquidate the Debtors’ assets for distribution in accordance with the priorities established by the Bankruptcy Code.

Our corporate structure could change as a result of the Chapter 11 Cases.

As part of the efforts to reorganize and restructure throughout the pendency of the Chapter 11 Cases, the Debtors may engage in transactions that could result in changes to their corporate structure and/or operations.

Our business may be negatively affected if we are unable to assume our executory contracts and unexpired leases.

An executory contract is an agreement upon which performance remains due to some extent by both parties to the contract. The Plan provides for the assumption of all executory contracts and unexpired leases, except as such contracts or leases are identified as being rejected. The Debtors intend to preserve as much of the benefit of their existing executory contracts and unexpired leases as possible. However, with respect to some limited classes of executory contracts, including, if any, licenses with respect to patents or trademarks, the Debtors may need to obtain the consent of the counterparty to maintain the benefit of such executory contract. If such consent is required, there is no guarantee that such consent either would be forthcoming or that conditions would not be attached to any such consent that makes assumption unattractive. The Debtors then would be required to either forego the benefits offered by such executory contract or find alternative arrangements to replace it.

The ABL Commitment Letter could terminate.

The Debtors’ ability to consummate the Plan as currently proposed depends, in material part, on the availability of the commitments under the ABL Commitment Letter. The ABL Commitment Letter contains provisions that give the ABL Parties the ability to terminate the ABL Commitment Letter upon the occurrence of certain events or if certain conditions are not satisfied, including the failure to achieve certain milestones. Specifically, the ABL Commitment Letter is subject to numerous conditions precedent to funding, including, among others: (i) certification that all representations and warranties are true and correct in all material respects; (ii) execution of satisfactory loan documents, including an intercreditor agreement in a form mutually acceptable to the ABL Parties and the Debtors; (iii) satisfactory review of the Company’s corporate structure and insurance; (iv) entry by the Bankruptcy Court of a Confirmation Order in form and substance reasonably satisfactory to the ABL Parties that has not been stayed and remains in full force and effect; (v) substantial consummation of the Plan and occurrence of the effective date thereunder; and (vi) the Debtors’ compliance with minimum liquidity requirements on the closing date. There can be no assurance that such conditions will be satisfied. If the ABL Commitment Letter is terminated, the Debtors may not be able to consummate the Plan in its current form.

We cannot predict the amount of time spent in bankruptcy and a lengthy bankruptcy proceeding could damage our business as well as our prospects of reorganization.

The Debtors operate in a highly competitive industry. They compete directly with other radio stations, as well as with other media, such as broadcast, cable and satellite television, satellite radio and pure-play digital audio, newspapers and magazines, national and local digital services, outdoor advertising, and direct mail for audiences with advertising revenues as the principal source of income. They also compete for advertising dollars with other large companies such as Facebook, Google, and Amazon.

Although the Plan is designed to minimize the length of the Debtors’ Chapter 11 proceedings, it is impossible to (i) predict with certainty the amount of time that the Debtors may spend in bankruptcy or (ii) assure parties in interest that the Plan will be confirmed. In addition, the FCC must grant consent to the assignment or transfer of control of the Debtors’ FCC licenses to the Reorganized Company before the Debtors can emerge from bankruptcy. The FCC is not required to act on such applications on any particular timeframe. If third parties file petitions to deny the FCC applications, or if the FCC declines the Debtors’ proposed use of pre-paid Special Warrants (or requests other amendments or refiling of applications for relief) the timeline for the FCC’s review could be prolonged, which would cause delays in emergence.

Even if confirmed on a timely basis, the bankruptcy proceeding could itself have an adverse effect on the Debtors’ business. There is a risk, due to uncertainty about the Debtors’ futures that, among other things:

•customers could move to the Debtors’ competitors;

•employees could be distracted from performance of their duties or more easily attracted to other career opportunities; or

•business partners, talent, content partners, and vendors could terminate their relationships with the Debtors or demand financial assurances or enhanced performance, any of which could materially and adversely affect the Debtors’ prospects.

Prolonged Chapter 11 Cases also would involve substantial additional expenses and further divert the attention of the Debtors’ management team from the operation of the Debtors’ business, as well as create concerns for employees, vendors, and other parties with whom the Debtors interact in the ordinary course of their business.

Upon our emergence from bankruptcy, the composition of our board of directors may change significantly.

Under the Plan, the composition of our board of directors will likely change significantly. The Restructuring Support Agreement contemplates that, upon emergence, the board of directors will be determined and selected by the Consenting 2029 Holders, in their sole discretion, including with respect to size, composition, and identity of members, following an in-person meeting between the proposed director and the Chief Executive Officer of the Company. The new directors are likely to have different backgrounds, experiences and perspectives from those individuals who previously served on our board of directors and, thus, may have different views on the issues that will determine the future of the Company. As a result, the future strategy and plans of the Company may differ materially from those of the past.

The Plan and its impact has consumed and may continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may experience increased levels of employee attrition.

Management has spent a significant amount of time and effort focusing on the Plan. This diversion of attention has affected, and may continue to materially adversely affect the conduct of our business, and, as a result, our financial condition and results of operations.

Furthermore, we may experience employee attrition, and our employees may face uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our financial condition, liquidity and results of operations. In addition, our advertisers, vendors and/or employees may have lost or may lose confidence in our ability to operate our reorganized business successfully.

As a result of the Chapter 11 Cases, our historical financial information may be volatile and not be indicative of our future financial performance.

We expect our financial results to continue to be volatile until we are able to emerge from Chapter 11, as asset impairments, asset dispositions, restructuring activities and expenses, contract terminations and rejections, and claims assessments may significantly impact our consolidated financial statements. As a result, our historical financial performance may not be indicative of our future financial performance.

Our capital structure will be significantly altered under the Plan. Under fresh-start accounting rules that may apply to us upon the effective date of the plan, our assets and liabilities would be adjusted to fair value, which could have a significant impact on our financial statements. Accordingly, if fresh-start accounting rules apply, our financial condition and results of operations following our emergence from Chapter 11 protection would not be comparable to the financial condition and results of operations reflected in our historical financial statements. In connection with the Chapter 11 Cases and the development of the Plan, it is also possible that additional restructuring and related charges may be identified and recorded in future periods. Such charges could be material to our consolidated financial position, liquidity and results of operations.

We cannot assure you that we will be able to achieve our goals after the Plan is consummated and we emerge from Chapter 11 protection.

We will continue to face a number of risks, including certain risks that are beyond our control, such as further deterioration or other changes in economic conditions, changes in our industry and potential revaluing of our assets due to the Chapter 11 Cases even after the Plan is consummated. Accordingly, we cannot assure you that we will achieve our stated goals after consummation of the Plan, which could also affect our ability to continue as a going concern.

Furthermore, we may need to raise funds through public or private debt or equity financing or other various means to fund our business after emergence from Chapter 11 protection. We may not be able to obtain sufficient funds when needed or on favorable terms. Our operating results may also be adversely affected by any reluctance of advertisers or other customers to do business with a company that recently emerged from Chapter 11 protection or from any decline in listeners resulting from our operation under new equity ownership.

Although our Plan contemplates reducing our debt by approximately $592 million, we cannot assure you that we will be able to successfully meet our debt service costs or our planned continuing obligations after emergence from Chapter 11 protection. Any failure to pay our debt service obligations or to obtain cost savings upon emergence could materially impair our ability to operate profitably and result in our inability to continue as a going concern.

Transfers of our equity and issuances of equity in connection with the Chapter 11 Cases may impair our ability to utilize our federal income tax net operating loss carryforwards and certain other tax attributes in future years.

Under federal income tax law, a corporation is generally permitted to deduct from taxable income net operating losses (“NOLs”) carried forward from prior years. Our ability to utilize our NOL carryforwards and certain other tax attributes to offset future taxable income and to reduce federal income tax liability is subject to certain requirements and restrictions. If we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), then our ability to use our NOL carryforwards and certain other tax attributes may be substantially limited, which could have a negative impact on our financial position and results of operations. Generally, an “ownership change” occurs if the percentage (by value) of the stock of a corporation owned by one or more “5-percent shareholders” has increased by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the relevant testing period (usually three years). As a result of a Plan, it is expected that we will experience an “ownership change.” We have also previously undergone other ownership changes. Absent an applicable exception, if a corporation undergoes an “ownership change,” the amount of its NOLs and certain other tax attributes that may be utilized to offset future taxable income generally is subject to an annual limitation generally equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate, subject to adjustments to reflect the differences between the fair market value of the corporation’s assets and the tax basis in such assets. Accordingly, it is possible an ownership change would materially limit our ability to utilize our federal income tax NOL carryforwards and certain other tax attributes in the future. In addition, as a result of the Plan, some or all of our federal income tax NOL carryforwards and certain other tax attributes may be eliminated. As such, there can be no assurance that we will be able to utilize our federal income tax NOL carryforwards and certain other tax attributes to offset future taxable income.

Our cash flows may not provide sufficient liquidity during or after the Chapter 11 Cases.

Our ability to fund our operations and our capital expenditures require a significant amount of cash. Our principal sources of liquidity historically have been cash flow from operations and borrowings under credit facilities in existence from time to time, including our ABL Credit Facility. If our cash flow from operations decreases as a result of lower advertising prices, decreased listener demand, or otherwise, we may not have the ability to expend the capital necessary to improve or maintain our current operations, resulting in decreased revenues over time.

Current Bankruptcy Proceedings

On the Petition Date, the Debtors began filing their Chapter 11 Cases to implement the Plan and effectuate the Restructuring in accordance with the Restructuring Support Agreement and the ABL Commitment Letter. Certain direct and indirect subsidiaries of the Company did not file for Chapter 11 relief, including (a) eight companies that hold FCC Licenses and (b) two companies that are designated as “Non-Significant Subsidiaries” under the Debtors’ prepetition debt documents. The Debtors also own interests in various joint ventures and partnerships, none of which are Debtors.

On March 4, 2026, prior to initiating filing of the Chapter 11 Cases, the Company commenced the Solicitation with a related Disclosure Statement. The Chapter 11 Cases are being jointly administered for administrative purposes only under the caption In re Cumulus Media Inc., et al, Case No. 26-90346 (ARP). The Debtors continue to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

On March 4, 2026, prior to launching the Solicitation, the Debtors entered into the Restructuring Support Agreement and the ABL Commitment Letter. As of March 31, 2026, the Consenting 2029 Holders that were party to the Restructuring Support Agreement held, in the aggregate, approximately 83% of the 2029 Term Loans and the Senior Notes due 2029. Pursuant to the Restructuring Support Agreement, the Consenting 2029 Holders have agreed, subject to certain terms and conditions, to, among other things, support the Plan.

On March 5, 2026, the Debtors filed the Plan with the Bankruptcy Court. The following is a summary of the material terms of the transactions contemplated by the Restructuring Support Agreement and the Plan (the "Restructuring Transactions"):

•all existing equity securities of the Company, including the Class A common stock and Class B common stock, shall be cancelled and the holders of such interests will not receive or retain any recovery or distribution;

•each holder of a claim under the Existing ABL Credit Facility shall receive its pro rata share of new loans under an amended and restated ABL Credit Agreement;

•each holder of a secured claim under the 2029 Credit Agreement and the 2029 Indenture shall receive its pro rata share of (a) the Exit Convertible Notes and (b) the New Common Stock issued by the Reorganized Company and/or the Special Warrants, which New Common Stock (inclusive of the shares issuable upon the full exercise of the Special Warrants) will constitute, in the aggregate, 95% of the New Common Stock issued on the Plan Effective Date, subject to dilution on account of the MIP Equity;

•each holder of claims under the 2026 Credit Agreement and 2026 Indenture (each, as defined below) and each holder of deficiency claims under the 2029 Credit Agreement and the 2029 Indenture shall receive its pro rata share of the New Common Stock and/or Special Warrants, which New Common Stock (inclusive of the shares issuable upon the full exercise of the Special Warrants) will constitute, in the aggregate, 5% of the New Common Stock issued on the Plan Effective Date, subject to dilution on account of the MIP Equity;

•each holder of a General Unsecured Claim (as defined in the Plan) shall be paid in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to its claim; and

•certain other holders and creditors will receive treatment as detailed in the Plan.

The Restructuring Support Agreement contains various Milestones, or dates by which the Debtors are required to, among other things, obtain certain orders of the Bankruptcy Court and consummate the Restructuring Transactions, including the following:

•the Debtors shall launch the Solicitation by no later than March 4, 2026 (the “Solicitation Milestone”);

•by no later than three days after the Petition Date, the Bankruptcy Court shall have entered an order setting the date of the hearing to confirm the Plan and an interim order approving the Company’s use of cash collateral (the “Scheduling Milestone”);

•by no later than 30 days after the Petition Date, the Bankruptcy Court shall have entered an order authorizing and approving the Company’s use of cash collateral on a final basis and setting forth the terms and conditions for such use (the “Final Cash Collateral Order”); provided, that this Milestone may be extended by the Debtors by up to 25 days if the purpose of such extension is solely to align the hearing on the Final Cash Collateral Order with the hearing to consider confirmation of the Plan (the “Cash Collateral Milestone”);

•by no later than 55 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; and

•by no later than 75 days after entry of the Confirmation Order, the Plan Effective Date shall have occurred; provided, that this Milestone may be extended by the Debtors by up to 120 days solely to the extent the Debtors have otherwise complied with the Restructuring Support Agreement and the definitive documents and all conditions to the Plan Effective Date have been satisfied other than (i) the receipt of required regulatory or other governmental approvals and (ii) any conditions that, by their nature, can only be satisfied on the Plan Effective Date.

The Debtors achieved the Solicitation Milestone upon filing the Chapter 11 Cases on March 4, 2026. On March 5, 2026, the Bankruptcy Court entered the Scheduling Order, satisfying the Scheduling Milestone. On March 25, 2026, the Bankruptcy Court entered the Final Cash Collateral Order, satisfying the Cash Collateral Milestone.

The filing of the Chapter 11 Cases also triggered events of default that accelerated the Debtors’ obligations under the Debt Instruments. See “Liquidity and Capital Resources” for further information.

The Company does not expect any adverse operational impact from the Restructuring and plans to continue to operate and pay vendors and employees in the ordinary course of business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On March 5, 2026, the Debtors filed several “first day” motions seeking the Bankruptcy Court's approval to, among other things, pay prepetition employee wages, salaries, compensation, and benefits, honor certain obligations to on-air talent and other programming vendors, pay prepetition taxes and fees to government authorities, and pay certain trade creditors in the ordinary course of business. The Bankruptcy Court entered orders on March 5, 2026 granting the relief sought in the first day motions, which relief enables the Company to maintain its workforce, preserve critical vendor relationships, and conduct business operations without interruption during the Chapter 11 Cases.

On March 5, 2026, the Debtors filed a motion seeking authorization to reject certain unexpired leases that are no longer economically viable or necessary to the Company's operations. On March 30, 2026, the Bankruptcy Court entered an order authorizing the rejection of certain of these unexpired leases. All claims arising from the rejection of any unexpired lease, including lease rejection claims, will be treated as General Unsecured Claims under the Plan. The Debtors may seek Bankruptcy Court authorization to reject additional unexpired leases during the Chapter 11 Cases.

On the effective date of the Plan, our outstanding Class A common stock and Class B common stock will be canceled, released, discharged and extinguished and the Reorganized Company will issue the New Common Stock and warrants to purchase the New Common Stock, which will be distributed to debt holders. Under the Plan, the Reorganized Company does not intend to list the New Common Stock on the NYSE, NASDAQ or any other national securities exchange or over-the-counter market, or be subject to reporting obligations under Sections 12(b), 12(g) or 15(d) of the Exchange Act, or similar statutory public reporting obligations, to the extent permitted by applicable law.

Although the Company intends to pursue the Restructuring in accordance with the terms in the Restructuring Support Agreement and the Plan, there can be no assurance that the Company will be successful in completing a restructuring or any similar transaction on the terms set forth in the Restructuring Support Agreement and the Plan, on different terms, or at all. Consummation of the Restructuring Transactions is subject to, among other things, approval of the Plan by the Bankruptcy Court and the satisfaction or waiver of certain conditions, including the receipt of approval from the FCC for the emergence of the debtors from Chapter 11 protection and their expected ownership. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan to begin on April 15, 2026.

Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent KCC/Verita Global, LLC at https://veritaglobal.net/cumulusmedia, by calling (877) 634-7177 (toll-free) or +(424) 236-7223 (international), or by submitting an inquiry at https://www.veritaglobal.net/cumulusmedia/inquiry. Such information is not part of this Annual Report on Form 10-K or any other report we file with, or furnish to, the Securities and Exchange Commission (the “SEC”). See "Risk Factors — Risks Related to the Restructuring" within Part I, Item 1A, and "Note 1, Basis of Presentation", for additional information about the Plan and the Chapter 11 Cases.

Transition to the OTC Markets

As previously disclosed in our Current Report on Form 8-K filed on April 23, 2025, shares of our Class A common stock were suspended from trading on the Nasdaq Global Market at the open of business on May 2, 2025, because the Company was not in compliance with Nasdaq Listing Rules 5450(a)(2) and 5450(b)(1)(A). At the open of business on May 2, 2025, the Company’s Class A common stock began trading on the OTC Markets’ OTCQB® market tier.

The gain on sale or disposal of assets or stations for the year ended December 31, 2025, was primarily related to the Company's tower sale-leaseback arrangement with Vertical Bridge, including a $2.0 million gain from Vertical Bridge's sale of land and a $1.2 million gain from the termination of certain site leases. These gains were partially offset by fixed asset dispositions and the surrender of several broadcast licenses. See Note 2 "Dispositions" in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K for further discussion.

Impairment of assets held for sale

During the second quarter of 2025, the Company entered into agreements to sell certain assets, including land and a building in Nashville, Tennessee (the "Nashville Sale"). The Nashville Sale closed during the fourth quarter of 2025. For the year ended December 31, 2025, the Company recorded a $1.4 million impairment to adjust the carrying amount of assets held for sale to fair value less estimated costs to sell. The impairment is included in the Impairment of assets held for sale financial statement line item in the Company's Consolidated Statements of Operations.

For the year ended December 31, 2025, the Company recorded an income tax benefit of $1.8 million on pre-tax book loss of $202.5 million. The income tax benefit recorded for the year ended December 31, 2025 was primarily the result of the valuation allowance recognized during the year, state and local income taxes, and the effects of certain statutory non-deductible expenses including disallowed executive compensation.

The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under the following instruments (the “Debt Instruments”):

•the ABL Credit Agreement;

•the 2026 Credit Agreement;

• the 2026 Indenture;

• the 2029 Credit Agreement; and

• the 2029 Indenture.

The Debt Instruments provide that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. However, if the Plan is not approved, or the Company is unable to take other steps to create additional liquidity, our forecasted cash flows would not be sufficient for the Company to meet its obligations.

Prepetition Debt

Impairment of Assets Held for Sale

During the second quarter of 2025, the Company entered into agreements to sell certain assets, including land and a building in Nashville, Tennessee. For the three months ended June 30, 2025, the Company recorded a $1.4 million impairment to adjust the carrying amount of these assets to fair value less estimated costs to sell. The impairment is included in the Impairment of assets held for sale financial statement line item in the Company's Condensed Consolidated Statements of Operations.

Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025

Net Revenue

Net revenue for the six months ended June 30, 2026, compared to net revenue for the six months ended June 30, 2025, decreased $41.0 million, or 11.0%. The decrease is primarily driven by reductions in spot and network revenues of $22.9 million and $16.8 million, respectively, as a result of current macroeconomic conditions. Digital revenue also decreased $3.2 million primarily from lower streaming and podcasting revenues, which were partially offset by higher digital marketing services revenue. Other revenue grew $1.9 million primarily from increased trade and barter revenues, partially offset by lower event and remote revenues.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the six months ended June 30, 2026, compared to content costs for the six months ended June 30, 2025, decreased $17.2 million, or 12.4%, primarily from lower broadcast rights expense resulting from a contract renegotiation, decreased revenue share expenses and reduced third-party station inventory costs.

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts, distribution of our content across our platform, overhead in our markets, and include non-cash trade and barter expenses. Selling, general and administrative expenses for the six months ended June 30, 2026, compared to selling, general and administrative expenses for the six months ended June 30, 2025, decreased $16.3 million, or 8.8%, primarily from reduced ratings service fees, lower personnel costs and decreased facilities costs. The decreases were partially offset by higher trade and barter expenses.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, 2026, as compared to depreciation and amortization expense for the six months ended June 30, 2025, decreased $4.2 million, or 14.6%, primarily as a result of assets that were fully depreciated in 2025 and the first quarter of 2026.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services are principally comprised of audit, consulting and outside legal services. Corporate expenses also include restructuring expenses and stock-based compensation expense. Corporate expenses for the six months ended June 30, 2026, compared to corporate expenses for the six months ended June 30, 2025, increased $11.8 million, or 41.0%, as a result of increased restructuring costs resulting from the bankruptcy and higher legal expenses. These increases were partially offset by lower stock-based compensation expense.

Impairment of Assets Held for Sale

During the second quarter of 2025, the Company entered into agreements to sell certain assets, including land and a building in Nashville, Tennessee. For the six months ended June 30, 2025, the Company recorded a $1.4 million impairment to adjust the carrying amount of these assets to fair value less estimated costs to sell. The impairment is included in the Impairment of assets held for sale financial statement line item in the Company's Condensed Consolidated Statements of Operations.

Reorganization Items, Net

During the six months ended June 30, 2026, we recorded a gain related to our Chapter 11 Cases of $14.4 million. The gain resulted from the write off of debt-related items and rejected leases, partially offset by professional and other fees and adequate protection payments. See "Note 9, Reorganization Items, net," of the accompanying unaudited Condensed Consolidated Financial Statements for a description of those items.

Interest Expense

Total interest expense for the six months ended June 30, 2026, decreased $17.2 million, or 53.3%, when compared to the six months ended June 30, 2025, as a result of the bankruptcy. The below table details the components of our interest expense by debt instrument (dollars in thousands):

Income Tax Expense

For the six months ended June 30, 2026, the Company recorded an income tax expense of $1.4 million on pre-tax book loss of $24.7 million, resulting in an effective tax rate of approximately (5.8)%. For the six months ended June 30, 2025, the Company recorded an income tax expense of $2.0 million on pre-tax book loss of $43.2 million, resulting in an effective tax rate of approximately (4.7)%.

The differences between the effective tax rates and the federal statutory rate of 21.0% for the six month periods ended June 30, 2026 and 2025, primarily relate to the valuation allowance recognized, state and local income taxes, and the effect of certain statutory non-deductible expenses.

Net Loss and Adjusted EBITDA

As a result of the factors described above, the Company recorded net losses of $26.1 million and $45.2 million for the six months ended June 30, 2026, and 2025, respectively. Adjusted EBITDA of $18.7 million for the six months ended June 30, 2026, when compared to Adjusted EBITDA of $25.9 million for the six months ended June 30, 2025, decreased $7.2 million.