8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2026

____________________________

Cumulus Media Inc.

(Exact name of registrant as specified in its charter)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 14, 2026, Joan Hogan Gillman notified the Board of Directors (the “Board”) of Cumulus Media Inc. (the “Company”) of her intent to resign from the Board, effective as of January 15, 2026, upon the election of her successor.

As a result, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed Carol Flaton to serve as a director, effective as of January 15, 2026. Ms. Flaton, who satisfies the independence requirements of the Securities and Exchange Commission (the “SEC”) rules, will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2026 annual meeting of stockholders, and until her successor is duly elected and qualified.

There are no arrangements or understandings between Ms. Flaton and any other persons pursuant to which Ms. Flaton was appointed as a director, and Ms. Flaton is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933. Ms. Flaton will receive compensation equal to $40,000 per month, payable in cash, for her service as a director of the Board.

Item 7.01 - Regulation FD Disclosure.

On January 15, 2026, the Company issued a press release announcing the appointment of Ms. Flaton to the Board, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information included in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Cumulus Media Appoints Carol Flaton to Board of Directors

ATLANTA, GA — January 15, 2026: Cumulus Media Inc. (OTCQB: CMLS) today announced the appointment of Carol Flaton to its Board of Directors. Flaton’s appointment follows the resignation of Joan Hogan Gillman from the Board. Both changes are effective January 15, 2026.

"We are pleased to welcome Carol to our board," said Chairman Andrew W. Hobson. “She brings more than three decades of experience in financial services and governance, along with a strong track record of advising companies and serving on boards across a wide range of industries. Her insight and financial acumen will further strengthen the Board as the Company continues to execute its strategy.”

Hobson added, "We thank Joan for her eight years of dedicated service and valuable contributions during her tenure on the Board. Her insight has strengthened the Company in ways that will endure long after her service concludes."

Flaton has held senior leadership roles across financial advisory, investment banking, and risk management, including as a Managing Director at AlixPartners and Lazard, where she advised companies, investors, and boards on complex financial and strategic matters. She currently serves on multiple public and private company boards, including as an independent director of QVC Group, Inc., where she is a member of the Audit and Compensation Committees.

Flaton holds an MBA from IMD in Lausanne, Switzerland, and a BS in Economics and Finance from the University of Delaware.

About Cumulus Media

Cumulus Media (OTCQB: CMLS) is an audio-first media company delivering premium content to a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 395 owned-and-operated radio stations across 84 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, US Soccer, AP News, and the Academy of Country Music Awards, across more than 7,800 affiliated stations through Westwood One, a leading national audio network; and inspires listeners through the Cumulus Podcast Network, an established and influential platform for original podcasts that are smart, entertaining, and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. For more information visit www.cumulusmedia.com.

For further information, please contact:

Cumulus Media Inc.

Investor Relations Department

IR@cumulus.com

404-260-6600