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

In an enterprise as large and complex as ours, a wide range of factors could affect our business and financial results. The factors described below are considered to be the most significant but are not completely exhaustive or listed in any particular order. There may be other currently unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. The following discussion of risk factors described below should be read in conjunctiontogether with “Itemthe 7.other Management’sinformation Discussionset andforth Analysisin ofthis FinancialAnnual ConditionReport, andincluding Results of Operations” and theour consolidated financial statements and the related notesnotes, as well as in “Itemother 8.documents Financialthat Statementswe andfile Supplementarywith Data”the of this Form 10-K.SEC.

As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K and previous filings, management has concluded that certain internal controls over our financial reporting were not effective as of December 31, 2023 and December 31, 20242025 due to certain previously identified material weaknesses.

The control deficiencies resulting in the material weaknesses, in the aggregate, if not effectively remediated could also result in misstatements of accounts or disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that wouldmay not be prevented or detected. In addition, we cannot be certain that we will not identify additional control deficiencies or material weaknesses in the future. If we identify future control deficiencies or material weaknesses, these may lead to adverse effects on our business, our reputation, our results of operations, and the market price of our common stock.

AsIn notedthe above,past, we reachedhave a determination to reviserevised certain financial information and related footnote disclosures in certain of our previously issued consolidated financial statements. As a result, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business. We cannot assure you that all of these risks have been or will be eliminated or that general reputational harm will not persist. If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected.

From time to time, including as a result of tariffs and other trade barriers, inflation, changes in interest rates, recession or public health crisis, threatened or actual acts of war, and other geopolitical and economic events the global equity and credit markets experience high levels of volatility and disruption. At various points in time, the markets have produced upward and/or downward pressure on stock prices and limited credit capacity or finance or refinance opportunities for certain companies without regard to those companies’ underlying financial strength. In addition, advertising is a discretionary and variable business expense which may be reduced as companies contend with lower revenues or higher expenses, including higher costs of capital and as government spending priorities change. Spending on advertising tends to decline disproportionately during an economic recession or downturn as compared to other types of business spending. Consequently, a downturn in the United States economy generally has an adverse effect on our advertising revenue and, therefore, our results of operations. A recession or downturn in the economy of any individual geographic market, particularly a major market in which we operate, also may have a significant effect on us. Radio revenues in the markets in which we operate may also face greater challenges than in the U.S. economy generally. Finally, volatility in the markets and our degree of leverage could negatively impact our ability to financeobtain, on favorable terms, in a timely manner, or at all, financing for strategic transactions or could negatively impact upon our plans to refinance our current indebtedness in the future.indebtedness.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of these increases, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Inflation may also dampen consumer demand, thus, dampening demand for advertising by our customers. This dampened demand could adversely impact our revenues.

In general, demand for certain consumer products may be adversely affected by increases in interest rates and the reduced availability of consumer financing. Also, bankcommercial failures,or consumer loan defaults and/or other trends in the financial industry which influence the requirements used by lenders to evaluate potential consumers can result in reduced availability of financing. If interest rates or lending requirements increase andand, consequently, the ability of prospective consumers to finance purchases of products is adversely affected, the demand for advertising may also be adversely impacted and the impact may be material. In addition, our borrowing costs could be impacted, and such cost changes could reduce the expected returns on certain of our corporate development and other investment opportunities.

The terms of our indebtedness and the indebtedness of our direct and indirect subsidiaries may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.

Our debt instruments impose operating and financial restrictions on us. These restrictions may condition, limit or prohibit, among other things, our ability to incur additional indebtedness, issue preferred stock, incur liens, pay dividends, enter into asset purchase or sale transactions, merge or consolidate with another company, dispose of all or substantially all of our assets or make certain other payments or investments. These restrictions could limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs.

We have historically incurred net losses which couldmay resumecontinue in the future and may impact upon other aspects of our operations.

More recently, we have had certain impairment indicators with respect to other parts of our operations, in particular our Cable Television segment. Certain future events and circumstances, including deterioration of general economic conditions, a decrease in audience acceptance of our content or programming, a shift by advertisers to competing advertising platforms and/or changes in consumer behavior could result in a downward revision in the estimated fair values of any of our reporting segments such as our syndication, cable or digital operations, which could result in non-cash impairment charges. Any such impairment charge for goodwill, intangible assets and/or programming could have a material adverse effect on our reported net earnings and other financial results.

We currently pay royalties to song composers and publishers through Broadcast Music, Inc (“BMI”), American Society of Composers, Authors, and Publishers (“ASCAP”), SEASAC,SESAC, Inc. (“SESAC”) and Global Music Rights Inc. (“GMR”) but not to record labels or recording artists for exhibition or use of over the air broadcasts of music. We must also pay royalties to the copyright owners of sound recordings for the digital audio transmission of such sound recordings on the internet. We pay such royalties under federal statutory licenses and pay applicable license fees to Sound Exchange, the non-profit organization designated by the United States Copyright Royalty Board to collect such license fees. The royalty rates applicable to sound recordings under federal statutory licenses are subject to adjustment. The royalty rates we pay to copyright owners for the public performance of musical compositions on our radio stations and internet streams have recently increased and could further increase as a result of private negotiations and the emergence of new performing rights organizations ("“PRO"”), which could adversely impact our businesses, financial condition, results of operations and cash flows. Further, from time to time, Congress considers legislation which could change the copyright fees and the procedures by which the fees are determined. The legislation historically has been the subject of considerable debate and activity by the broadcast industry and other parties affected by the proposed legislation. It cannot be predicted whether any proposed future legislation will become law or what impact it would have on our results from operations, cash flows or financial position.

For the year ended December 31, 2024,2025, approximately 35.0% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media. We consider our Radio Broadcasting segment to be our core radio business. Within our core radio business, seven of the 13thirteen markets in which we operated radio stations throughout 20242025 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 77.2%78.6% of our radio station net revenue for the year ended December 31, 2024.2025. Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 38.9%37.5% of our total consolidated net revenue for the year ended December 31, 2024.2025. Adverse events or conditions, including reductions in government spending and/or employment, in one or more of the seven significant contributing radio markets or impacting Reach Media could have a material adverse effect on our overall financial performance and results of operations.

Our media properties compete for audiences and advertising revenue with other radio stations and station groups and other media.media and technology such as artificial intelligence (“AI”). Fragmentation of audiences and/or adverse changes in audience behavior, ratings, internet traffic, and market shares could have a material adverse effect on our revenue. Larger media companies, with more financial resources than we have, may target our core audiences or enter the segments or markets in which we operate, causing competitive pressure. Further, other media and broadcast companies may change their programming format or engage in aggressive promotional campaigns to compete directly with our media properties for our core audiences and advertisers. Competition for our core audiences in any of our segments or markets could result in lower ratings or traffic and, hence, lower advertising revenue for us, or cause us to increase promotion and other expenses and, consequently, lower our earnings and cash flow. Changes in population, demographics, audience tastes and other factors beyond our control, could also cause changes in audience ratings or market share.

Consolidation among our competitors and other market participants has risen recently resulting in increased competitive pressures, such as limited availability of licensable content. Our competitors include vertically integrated media businesses, as well as companies in adjacent sectors with significantly more financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing power. Such competitors could also have preferential access to programming and content, emergent technologies, such as artificial intelligence (“AI”),AI, and more robust customer data and competitive information. Our competitors may also enter into business combinations or alliances that strengthen their competitive positions. Failure by us to respond successfully to these developments could have an adverse effect on our business and financial performance.

We host internet services that enable individuals to exchange information, generate content, comment on our content, and engage in various online activities. The law relating to the liability of providers of these online services for activities of their users is currently unsettled both within the United States and internationally. While we monitor postings on our platforms, claims may be brought against us for defamation, negligence, copyright or trademark infringement, unlawful activity, tort, including personal injury, fraud, or other theories based on the nature and content of information that may be posted online or generated by our users. Further, in times of economic instability, infringement claims may increase as rights holders become more proactive in enforcing their rights as other opportunities to monetize their rights diminish. Our defense of such actions could be costly and involve significant time and attention of our management and other resources.

Future asset impairment to the carrying values of our FCC licenses, goodwill across our various reporting units and TV One Trade Name could adversely impact our results of operations.

We are required to test our goodwill and indefinite-lived intangible assets for impairment at least annually, which we have traditionally done as of October 1 each year, or on an interim basis when events or changes in circumstances suggest impairment may have occurred. Impairment is measured as the excess of the carrying value of the goodwill or indefinite-lived intangible asset over its fair value. Impairment may result from deterioration in our performance, changes in anticipated future cash flows, changes in business plans, adverse economic or market conditions, a decrease in audience acceptance of our programming, a shift by advertisers to competing advertising platforms and/or changes in consumer behavior, adverse changes in applicable laws and regulations, or other factors beyond our control. The amount of any impairment must be expensed as a charge to operations. Fair values of FCCgoodwill licenseswithin the Radio Broadcasting reportable segment have been estimated using the income approach, which incorporates several judgmental assumptions over a 10-year model including, but not limited to, market revenue and projected revenue growth by market, mature market share,assumptions, operating profit margins, discount rate and terminal growth rate. Fair values of goodwill within the Radio Market reporting unit have been estimated using the income approach, which incorporates several judgmental assumptions over a 10-year model including, but not limited to, revenue growth rates of each radio market, operating profit margins, discount rate and terminal growth rate. We also utilize a market-based approach to evaluate our fair value estimates. There are inherent uncertainties related to these assumptions and our judgment in applying them to the impairment analysis.

The Company tests the TVCable OneTelevision reporting unit for potential impairment using the Guideline Public Company ("“GPC"”) and income approach that estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about revenueprojected growth rates,revenues, operating profit margins, discount rate,rates, and the average recurring EBITDA multiple.multiples.

As of December 31, 2024,2025, we had approximately $144.9$92.4 million of goodwillgoodwill, net associated with the TVCable OneTelevision reporting unit,segment, which represented approximately 15.3%15.6% of our total assets. Therefore, we believe estimating the fair value of the TVCable OneTelevision reporting unitsegment is a critical accounting estimate because of the significance of its carrying value in relation to our total assets and the subjective nature of the assumptions used to determine the fair value of the asset.

Within our core radio business, we are required to maintain radio broadcasting licenses issued by the FCC. These licenses are ordinarily issued for a maximum term of eight8 years and are renewable. Currently, subject to renewal, our radio broadcasting licenses expire at various times beginning October 2027 through August 1, 2030. While we anticipate receiving renewals of all of our broadcasting licenses, interested third parties may challenge our renewal applications. During the periods when a renewal application is pending, informal objections and petitions to deny the renewal application can be filed by interested parties, including members of the public, on a variety of grounds. In addition, we are subject to extensive and changing regulation by the FCC with respect to such matters as programming, indecency standards, technical operations, employment and business practices. If we or any of our significant stockholders, officers, or directors violate the FCC’s rules and regulations or the Communications Act of 1934, as amended (the “Communications Act”), or is convicted of a felony or found to have engaged in certain other types of non-FCC related misconduct, the FCC may commence a proceeding to impose fines or other sanctions upon us. Moreover, FCC oversight, regulations and enforcement priorities may change over time, and there can be no assurance that changes would not adversely impact our business, financial condition and results of operations. Examples of possible sanctions include the imposition of fines, the renewal of one or more of our broadcasting licenses for a term of fewer than eight8 years or the revocation of our broadcast licenses. If the FCC were to issue an order denying a license renewal application or revoking a license, we would be required to cease operating the radio station covered by the license only after we had exhausted administrative and judicial review without success.

The use of technology in substantially all aspects of our business operations gives rise to cybersecurity risks. Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions around the world have increased. We suffered cyber-attacks in each of 2019 and 2025. These incidents did not have a material impact on our business, operations, or financial results. However, despite every measure we take to address cybersecurity matters, and although we have not experienced any material losses relating to any cyber-attack, we cannot assure you that we will not suffer losses related to cyber-attacks in the future, particularly due to the rapid changes in AI technology. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position. In addition, computer malware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become more prevalent in general. Our efforts to protect our company’s data or the information we receive may be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance; government surveillance; or other threats that evolve. In addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users’ data on a continual basis.

Any internal technology breach, error or failure impacting systems hosted internally or externally, or any large scalelarge-scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network. Any individual, or repeated failure of technology could impact our operations and result in increased costs or reduced revenues. Our technology systems may also be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a business disruption and its adverse consequences, financial or otherwise.

In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information ofabout our clients, listeners and employees. The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy. Any compromise of our technology systems could result in the loss, disclosure, misappropriation of or access to clients’, listeners’, employees’ or business partners’ information. Any such event could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption of our operations and damage to our reputation, any or all of which could adversely affect our business. Although we have developed systems and processes that are designed to protect our data and user data, to prevent data loss, and to prevent or detect security breaches, we cannot assure you that such measures will provide absolute security.

The Communications Act and FCC rules and policies limit the number of broadcasting properties that any person or entity may own (directly or by attribution) in any market and require FCC approval for transfers of control and assignments of licenses. The FCC’s media ownership rules remain subject to further agency and court proceedings. As a result of the FCC media ownership rules, the outside media interests of our officers and directors could limit our ability to acquire stations. The filing of petitions or complaints against Urban Oneus or any FCC licensee from which we are acquiring a station could result in the FCC delaying the grant, refusing to grant, or imposing conditions on its consent to the assignment or transfer of control of licenses. The Communications Act and FCC rules and policies also impose limitations on non-U.S. ownership and voting of our capital stock.

Our Cable Television segment is dependent upon the maintenance of affiliation agreements with cable and direct broadcast distributors for its revenues, and there can be no assurance that these agreements will be renewed in the future on terms acceptable to such distributors. The loss of one or more of these arrangements could reduce the distribution of TV One’s and/or CLEO TV’s programming services and reduce revenues from subscriber fees and advertising. Further, the loss of favorable packaging, positioning, pricing or other marketing opportunities with any distributor could reduce revenues from subscribers and associated subscriber fees. In addition, consolidation among cable distributors and increased vertical integration of such distributors into the cable or broadcast network business have provided more leverage to these distributors and could adversely affect our Cable Television segment’s ability to maintain or obtain distribution for its network programming on favorable or commercially reasonable terms, or at all. The results of renewals could have a material adverse effect on our Cable Television segment’s revenues and results andof operations. We cannot assure you that TV One and/or CLEO TV will be able to renew their affiliation agreements on commercially reasonable terms, or at all. The loss of a significant number of these arrangements or the loss of carriage on basic programming tiers could reduce the distribution of our content, which may adversely affect our revenues from subscriber fees and our ability to sell national and local advertising time.

Pursuant to the terms of employment with our President and CEO, Mr. Alfred C. Liggins, III, in recognition of Mr. Liggins’ contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to approximately 4.0%4.2% of any proceeds from distributions or other liquidity events in excess of the return of our aggregate investment in TVCable OneTelevision (the “Employment Agreement Award”). Our obligation to pay the award was triggered after our recovery of the aggregate amount of capital contribution in TVCable One,Television, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event in excess of such invested amount. Mr. Liggins’ rights to the Employment Agreement Award (i) cease if he is terminated for cause or he resigns without good reason and (ii) expire at the termination of his employment (but similar rights could be included in the terms of a new employment agreement or arrangement). As a result of this arrangement, the interest of Mr. Liggins’ with respect to TVCable OneTelevision may conflict with your interests as holders of our debt or equity securities.

We are a “smaller reporting company” and, thus, have certain decreased disclosure obligations in our SEC filings, including, among other things, simplified executive compensation disclosures and only being required to provide two2 years of audited consolidated financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects and may make our common stock a less attractive investment. While we do make certain disclosures beyond what is required for a “smaller reporting company”, we do not make any assurances that we will continue such additional disclosures in the future.

During the year ended December 31, 2024,2025, we recognized approximately $449.7$374.4 million in net revenue compared to approximately $477.7$449.7 million during the year ended December 31, 2023.2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $165.8$139.1 million of revenue from our Radio Broadcasting segment during the year ended December 31, 2024,2025, compared to approximately $156.2$165.8 million for the year ended December 31, 2023,2024, ana increasedecrease of approximately $9.6$26.7 million,million. The decrease was primarily driven by increasedweaker overall demand from national and local advertisers and non-returning political revenue and due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national sales driven by demand.revenues. We recognized approximately $47.3$31.1 million of revenue from our Reach Media segment during the year ended December 31, 2024,2025, compared to approximately $52.9$47.3 million for the year ended December 31, 2023,2024, a decrease of approximately $5.6$16.1 million. The decrease was primarily driven by overalla demanddecrease in syndicated revenue and attritionevent of advertisers.revenue. We recognized approximately $70.7$47.8 million of revenue from our Digital segment during the year ended December 31, 2024,2025, compared to $75.5$62.8 million during the year ended December 31, 2023,2024, a decrease of approximately $4.8$15.0 million. The decrease was primarily driven by a decrease in nationaldirect digitalrevenue salesstreams and lowera demanddecrease fromin theReach Company’sand advertisers.Radio national streaming revenue. We recognized approximately $168.2$159.0 million of revenue from our Cable Television segment during the year ended December 31, 2024,2025, compared to $196.2$176.1 million during the year ended December 31, 2023,2024, a decrease of approximately $28.0$17.1 million. The decrease was primarily driven by athe decreasechurn inof audiencesubscribers viewershipand affectinglower advertising sales and the continued churn in subscribers.sales.

Programming and technical expenses for the Radio Broadcasting segment include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations. Programming and technical expensesExpenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $125.4 million for the year ended December 31, 2025 compared to approximately $135.2 million for the year ended December 31, 2024 compared to approximately $136.9 million for the year ended December 31, 2023, a2024, decrease of approximately $1.6$9.8 million. The decrease in programming and technical expenses for the year ended December 31, 2024,2025, compared to the same period in 20232024, was due to lower expenses across most segments. Expenses in our Digital segment decreased approximately $0.8$1.4 million for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 due primarily to lower softwareheadcount licensecosts, fees,lower rent expense, and lower video production costs and lower payroll expenses.costs. Expenses in our Reach Media segment decreased approximately $1.7$1.8 million for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 due primarily to lowera contractdecrease laborin talent fees, decreased profit share, and payrolldecreased expense.affiliate station compensation. Expenses in our Cable Television segment decreased approximately $2.3$6.7 million for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 due primarily to lower contentprogramming amortizationasset expense.amortization, lower headcount costs, and a reduction in program development write-offs. Expenses in our Radio Broadcasting segment increaseddecreased approximately $2.7$0.1 million for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023, due2024, primarily driven by anhigher increasemusic inlicense payroll,expenses rentoffset by lower headcount costs, barter expenses, and utilitieslower duetower torental the Houston station acquisition, which was completed in August 2023.costs.

Selling, general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel (outside of our corporate headquarters),personnel, marketing and promotional expenses, corporate costs, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our onlineDigital business.segment. Selling,Corporate generalexpenses consist of expenses associated with our corporate headquarters and administrativefacilities, expensesincluding were approximately $174.3 million for the year ended December 31, 2024 compared to $172.4 million for the year ended December 31, 2023, an increase of approximately $1.8 million. Expenses in our Radio Broadcasting segment increased approximately $2.3 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to an increase in bad debt expense, higher payroll, research, insurance, travel and entertainment costspersonnel as awell resultas ofother thecorporate Houstonoverhead station acquisition, which was completed in August 2023. Expenses in our Digital segment decreased approximately $2.0 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to lower compensation costs and a reduction in promotional expenses. Expenses in our Reach Media segment decreased approximately $1.5 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to lower affiliate station costs. Finally, expenses in our Cable Television segment increased approximately $2.8 million or the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to an increase in research and payroll expenses offset by a decrease in promotional events expenses.functions.

Stock-based compensation expense was approximately $1.9 million for the year ended December 31, 2025 compared to approximately $5.7 million for the year ended December 31, 2024 compared to approximately $10.0 million for the year ended December 31, 2023,2024, a decrease of approximately $4.3$3.8 million. The decrease in stock-based compensation for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to the timing of vesting of stock awards forno executive officersgrants andbeing themade decreaseduring in grant date fair value of awards.2025.

Impairment of goodwill and intangible assets was approximately $151.8$191.8 million during the year ended December 31, 20242025 compared to approximately $129.3$151.8 million for the year ended December 31, 2023, an2024, increase of approximately $22.5$40.1 million. See Note 1312 – GoodwillGoodwill, Net And Other Intangible AssetsAssets, Net of the Company’s consolidated financial statements for further discussion.

Interest and investment income was approximately $2.5 million for the year ended December 31, 2025 compared to approximately $6.0 million for the year ended December 31, 2024 compared to approximately $7.0 million for the year ended December 31, 2023,2024, a decrease of approximately $1.0$3.5 million. The decrease was primarily due to lower interest-bearing cash and cash equivalents balances during the year ended December 31, 2025, than in the corresponding period in 2024.

Interest expense decreased to approximately $38.8 million for the year ended December 31, 2025, compared to approximately $48.6 million for the year ended December 31, 2024, compared to approximately $56.2 million for the year ended December 31, 2023, a decrease of approximately $7.6$9.8 million. The decrease is due to lower overall debt balances outstanding. DuringSee Note 13 - Debt of the yearCompany’s endedconsolidated Decemberfinancial 31,statements 2024,for thefurther Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par.discussion.

Gain on retirement of debt was approximately $44.0 million for the year ended December 31, 2025 compared to approximately $23.3 million for the year ended December 31, 20242024, comparedan toincrease of approximately $2.4$20.7 millionmillion. forAs discussed above, during the year ended December 31, 2023,2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an increaseaverage price of approximately $20.953.6% of par, resulting in a net gain on retirement of debt of approximately $44.0 million. As discussed above, duringDuring the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par.par, Duringresulting thein yeara endednet Decembergain 31,on 2023, the Company repurchased approximately $25.0 millionretirement of its 2028 Notes at an average pricedebt of approximately 89.1%$23.3 of par.million.

ProvisionBenefit from (provision for) income taxes

Net (loss) income attributable to non-controlling interests

Net incomeloss attributable to non-controlling interests wasdecreased by approximately $1.2 million for the year ended December 31, 2024 compared to approximately $2.5 million for the year ended December 31, 2023, a decrease of approximately $1.3 million. The decreasechange was primarily driven by the changedecreased profitability in ownership interest inthe Reach Media for the year ended December 31, 2024business compared to the year ended December 31, 2023.2024.

(b)Broadcast and digital operating income: The radio broadcasting industry commonly refers to “station operating income” which consists of net (loss) income before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating incomeincome.”. Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.

(c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate developmentcosts, non-recurring litigation settlement costs, non-recurring debt refinancing costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDAEBITDA.”. Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminationseliminations.”. Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.

The reconciliation of net (loss) incomeattributable to common stockholders to broadcast and digital operating income is as follows:

The reconciliation of net (loss) incomeattributable to adjustedcommon stockholders to Adjusted EBITDA is as follows:

(1a) Corporate developmentscosts costsprimarily include professional fees and other nonrecurring items related to the material weakness remediation efforts.

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance is approximately $137.6$26.4 million as of December 31, 2024.2025. As of December 31, 2024,2025, there were no$10.0 million of borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0up to $75.0 million in overall capacity.capacity (subject to determination with reference to the “Borrowing Base”, as defined in the Current ABL Credit Facility). Subsequent to the drawdown, the Company's borrowing capacity was approximately $40.3 million as of December 31, 2025.

From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are usually retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.

On June 10, 2024, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D commonCommon stockStock (collectively, the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program will remain in effect for up to 24 months or until the authorization is exhausted.

During the year ended December 31, 2024,2025, the Company repurchased 2,850,84485,188 shares of Class A Common Stock under the 2024 Stock Repurchase Program infor thean amountaggregate purchase price of approximately $5.0$1.3 millionmillion, ator an average price of $1.77$15.77 per share. 908,89490,889 shares of Class A Common Stock that remained in Treasury Stock, at cost as of December 31, 2025. During the year ended December 31, 2024, the Company repurchased 285,084 shares of Class A Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $5.0 million, or an average price of $17.70 per share. 90,889 shares of Class A Common Stock remained in Treasury Stock, at cost as of December 31, 2024.

During the year ended December 31, 2024,2025, the Company repurchased 1,191,610113,575 shares of Class D commonCommon stockStock under the 2024 Stock Repurchase Program infor thean amountaggregate purchase price of approximately $1.4$0.8 millionmillion, ator an average price of $1.22$7.30 per share. During the year ended December 31, 2024,2025, the Company executed Stock Vest Tax Repurchases of 425,96668,173 shares of Class D Common Stock infor thean amountaggregate purchase price of approximately $1.4$0.5 millionmillion, ator an average price of $3.20$7.20 per share. After giving effect to the above transactions (with respect to both Class A and Class D common stock), the 2024 Stock Repurchase program has approximately $13.5 million remaining under the authorization. See Note 17 — Stockholders Equity of our consolidated financial statements for further information on our common stock and stock repurchase plan.

On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant (the "“Stock Grant Repurchase Authorization"”). During the year ended December 31, 2024,2025, the Company did not repurchase any shares of Class A stock under the $0.5 million Stock Grant Repurchase Authorization. During the year ended December 31, 20242025 the Company repurchased 184,4959,898 shares of Class D Common Stock for approximately $0.1 million at an average price of $9.80 per share. During the year ended December 31, 2024, the Company did not repurchase any shares of Class A stock under the Stock Grant Repurchase Authorization. During the year ended December 31, 2024, the Company repurchased 18,450 shares of Class D Common Stock for approximately $0.3 million at an average price of $1.42$14.20 per share. During the year ended December 31, 2023, the Company did not repurchase any shares of Class A or Class D common stock under the Stock Grant Repurchase Authorization. After giving effect to the above transactions, the Stock Grant Repurchase Authorization has approximately $0.2$0.1 million remaining shares under the authorization.

On January 25, 2021, the Company closed on an offering (the “2028 Notes Offering”) of $825.0 million in aggregate principal amount of the7.375% Senior Secured Notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum. On December 18, 2025, the Company completed, among other transactions, an exchange offer and consent solicitation for the 2028 Notes (the “Exchange Offer and Consent Solicitation”) in connection with a refinancing transaction (the “2025 Refinancing”). As a result of the 2025 Refinancing (as defined in Note 13- Debt), as of December 31, 2024,2025, there were approximately $584.6$11.8 million of the 2028 Notes outstanding. See Note 19 - Subsequent Events for additional repurchase of the 2028 Notes.

ThePrior to the 2025 Refinancing, the 2028 Notes Offering and the guarantees arewere secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)),basis, including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by collateral securing our asset backed credit facility. However, as a result of the ABLexchange Priorityoffer Collateral.and consent solicitation in connection with the 2025 Refinancing, these protections were largely removed from the 2028 Notes.

During the year ended December 31, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par. The Company recorded a net gain on retirement of debt of approximately $44.0 million during the year ended December 31, 2025. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. The Company recorded a net gain on retirement of debt of approximately $23.3 million duringfor the year ended December 31, 2024. During the year ended December 31, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par. The Company recorded a net gain on retirement of debt of approximately $2.4 million for the year ended December 31, 2023. See Note 1513 — Long-Term- Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements.

Our risk factors are described in our Form 10-K for the year ended December 31, 2025, under the heading Part I, "Item 1A. Risk Factors". ThereThe have been no changes to ourbelow risk factorshas fromevolved thosesince disclosedthe infiling of our Form 10-K filedon March 20, 2026.

Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.

The following table shows the sources of our net revenue for the three months ended MarchJune 31,30, 2026 and 2025:

Within our Digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. The segment also includes the digital components of the Company’s other reportable segments. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.

Three Months Ended MarchJune 31,30, 2026 Compared to theThree threeMonths monthsEnded endedJune March 31,30, 2025

During the three months ended MarchJune 31,30, 2026, we recognized approximately $77.7$85.8 million in net revenue compared to approximately $92.2$91.6 million during the three months ended MarchJune 31,30, 2025. These amounts are net of agency and outside sales representative commissions. We recognized approximately $30.5$35.3 million of revenue from our Radio Broadcasting segment during the three months ended MarchJune 31,30, 2026, compared to approximately $32.6$36.7 million during the three months ended MarchJune 31,30, 2025, a decrease of approximately $2.1$1.4 million. This decrease was primarily driven by weaker overall market demand from the national and local advertisers. We recognized approximately $4.9$4.8 million of revenue from our Reach Media segment during the three months ended MarchJune 31,30, 2026, compared to approximately $5.9$5.3 million for the three months ended MarchJune 31,30, 2025, a decrease of approximately $1.0$0.5 million. This decrease was primarily driven by a decrease in nationalsyndicated sales.revenue. We recognized approximately $6.8$9.4 million of revenue from our Digital segment during the three months ended MarchJune 31,30, 2026, compared to approximately $10.2$10.3 million for the three months ended MarchJune 31,30, 2025, a decrease of approximately $3.4$0.9 million. This decrease was primarily driven by the decrease in direct revenue streams, reflecting reduced advertising spend fromspend, diversity, equity and inclusion-focused campaigns. We recognized approximately $36.0$37.1 million of revenue from our Cable Television segment during the three months ended MarchJune 31,30, 2026, compared to approximately $44.2$40.1 million for the three months ended MarchJune 31,30, 2025, a decrease of approximately $8.2$3.0 million. This decrease was primarily driven by the churn of subscribers and lower advertising sales.

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $30.0$29.8 million for the three months ended MarchJune 31,30, 2026, compared to approximately $30.6$28.6 million for the three months ended MarchJune 31,30, 2025, respectively. The $0.6approximately $1.2 million decreaseincrease is primarily due to lowerhigher programmingroyalty and lower residual expenseexpenses in our CableRadio TelevisionBroadcasting Segment.

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $43.5$45.2 million for the three months ended MarchJune 31,30, 2026, compared to approximately $50.1$49.5 million for the three months ended MarchJune 31,30, 2025, a decrease of approximately $6.6$4.3 million. Expenses in our Digital segment decreased by approximately $2.0$0.8 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to a decrease in traffic acquisition costs due to lower revenue. Expenses in our Cable segment decreasedincreased by approximately $2.5$0.6 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to the timingincrease ofin mediaexecutive campaigns and lower media monitoring expenses.compensation. Expenses in our Radio Broadcasting segment decreased approximately $1.1$1.4 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to lower revenue,bad lowerdebt headcount costs, lower facility and rental costs, lower national rep fees and lower bank charges.reserve. Expenses in our Reach Media segment increaseddecreased approximately $1.1$1.2 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to lower bad debt reserve, lower bank charges,reserve and lower revenue.affiliate station compensation expense. Expenses in corporate decreased approximately $0.5$1.5 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to lower professional service and payroll related costs.fees.

Depreciation and amortization expense was approximately $6.2 million for the three months ended MarchJune 31,30, 2026, compared to approximately $2.3$3.5 million for the three months ended MarchJune 31,30, 2025, an increase of approximately $3.9$2.7 million. This increase is primarily driven by the Radio Broadcasting licenses amortization, which the Company started to amortizebegan in the second quarter ofJune 2025.

Impairment Of Goodwill, Intangible Assets And Long-Lived Assets

Interest expense was approximately $4.4$2.1 million for the three months ended MarchJune 31,30, 2026, compared to approximately $10.9$9.7 million for the three months ended MarchJune 31,30, 2025, a decrease of approximately $6.5$7.6 million. This decrease was due to lower overall debt balances outstanding as well as lower effective interest rates. See Note 9 - Debt of the Company’s unaudited condensed consolidated financial statements for further discussion.

There was an approximately $2.1 million gain on retirement of debt for the three months ended March 31, 2026, compared to approximately $11.6 million for the three months ended March 31, 2025. During the three months ended MarchJune 31,30, 2026,2025, the Company repurchased approximately $4.3$64.0 million of its 2028 Notes at an average price of approximately 51.0%51.8% of par, resulting in a net gain on retirement of debt of approximately $2.1$30.3 million. During the three months March 31, 2025, the Company repurchased approximately $28.2 million of its 2028 Notes at an average price of approximately 58.0% of par, resulting in a net gain on retirement of debt of approximately $11.6 million.

Benefit From (Provision For) Income Taxes

For the three months ended MarchJune 31,30, 2026, we recorded a benefit from income taxes of approximately $1.4$1.7 million resulting in an actual effective tax rate of 31.7%.19.6%. For the three months ended MarchJune 31,30, 2025, we recorded a provisionbenefit forfrom income taxes of approximately $15.7$21.4 million resulting in an actual effective tax rate of 399.5%,21.5%, which includes $14.6$6.4 million of discrete tax expense related to valuation allowance for net operating losses, and $0.2 million of discrete tax expenseprimarily related to stock-basedthe compensation.impact of the change of accounting estimate for radio broadcasting licenses that impacted our valuation allowance.

Broadcast and digital operating income decreased towas approximately $14.9$22.2 million for the three months ended MarchJune 31,30, 2026, compared to approximately $23.0$25.7 million for the three months ended MarchJune 31,30, 2025, a decrease of approximately $8.2$3.5 million or 35.4%.13.7%. This decrease was primarily due to lower broadcast and digital operating income at allour segments.Radio OurBroadcasting Digitaland segmentCable generatedTelevision approximatelysegments $1.4and million oflower broadcast and digital operating loss at our Reach Media segment. Broadcast and digital operating loss at our Digital segment remained flat during the three months ended MarchJune 31,30, 2026, compared to the three months ended June 30, 2025. Our Radio Broadcasting segment generated approximately $0.1$6.0 million of broadcast and digital operating income during the three months ended MarchJune 31,30, 2026, compared to approximately $6.9 million during the three months ended June 30, 2025, primarily due to lower revenues. Reach Media generated approximately $0.6 million of broadcast and digital operating loss during the three months ended March 31, 2026, compared to approximately $0.7 million during the three months ended March 31, 2025, primarily due to lower expenses. Our RadioCable BroadcastingTelevision segment generated approximately $1.8$16.7 million of broadcast and digital operating income during the three months ended MarchJune 31,30, 2026, compared to approximately $2.7$19.8 million during the three months ended MarchJune 31, 2025, primarily due to lower revenues offset by lower expenses. Finally, Cable Television generated approximately $12.9 million of broadcast and digital operating income during the three months ended March 31, 2026, compared to approximately $18.6 million during the three months ended March 31,30, 2025. The decrease in theour Cable Television segment’s broadcast and digital operating income was primarily due to lower revenuesrevenues. offsetReach byMedia segment generated broadcast and digital operating loss of approximately $0.4 million of during the three months ended June 30, 2026, compared to approximately $0.9 million during the three months ended June 30, 2025, primarily due to lower expenses.

(c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill, intangible assets and long-lived assets, stock-based compensation, gain on sale of business, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate costs, non-recurring litigation settlement costs, non-recurring debt refinancing costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.” Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $28.0$16.2 million as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, there were $10.0$20.0 million borrowings outstanding on the Current ABL Facility (as defined below) which has $75.0 million in overall capacity. After giving effect to the outstanding $10.0 million drawdown and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $31.8 million as of March 31, 2026.

From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under the Company's indentures, credit agreement and applicable law. All repurchase amounts reflected in this quarterly report (both the number of shares repurchased and repurchase prices) are reflective of the reverse stock split effective January 22, 2026.

On June 10, 2024, after exhaustion of the earlier programs except the Stock Grant Authorization, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D Common Stock (collectively, the “Stock Repurchase Program”). The 2024 Stock Repurchase Program”) onhas abeen cashcancelled basis.in connection with our debt refinancing in December 2025.

During the threesix months ended MarchJune 31,30, 2025, the Company repurchased 44,95267,529 shares of Class A Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $0.7$1.0 million at an average price of $14.80$15.30 per share. During the threesix months ended MarchJune 31,30, 2025, the Company repurchased 20,46440,520 shares of Class D Common Stock in the amount offor approximately $0.2$0.3 million at an average price of $8.20$7.00 per share.

In addition, the Company has limited but ongoing authority to purchase shares of Class D Common Stock (in one or more transactions at any time there remain outstanding grants) under the 2026 and 2019 Equity and Performance Incentive PlanPlans (as defined below). This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2026 or 2019 Equity and Performance Incentive Plan,Plans, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stockstock Vestvest Taxtax Repurchaserepurchase”).

During the three and six months ended MarchJune 31,30, 2026, the Company executed Stockstock Vestvest Taxtax Repurchasesrepurchases of 2,187145,513 shares of Class D Common Stock for approximately $0.7 million at aan average price of $5.73$4.52, perand share. During the three months ended March 31, 2025, the Company executed Stock Vest Tax Repurchases of 12,596147,701 shares of Class D Common Stock for approximately $0.7 million at aan average price of $9.80$4.54 per share.share, respectively.