Mediaco Holding Inc 10-K for FY2025
Mediaco Holding Inc. (MDIA)
10-K
2026-03-31
For: 2025-12-31
View Original
Added on
April 11, 2026
About this 10-K
Mediaco Holding Inc filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $133.34M
- up 39.5% from $95.57M a year earlier
- Net loss
- $66.22M
- compared with a net loss of $1.3M a year earlier
- Diluted EPS
- -$0.84
- compared with -$0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 | |||||
for the Fiscal Year Ended December 31 , 2025
| Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 | |||||
For the transition period from to
Commission File Number 001-39029
(Exact name of registrant as specified in its charter)
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
(Address of principal executive offices)
(212 ) 447-1000
(Registrant’s Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
x | Smaller reporting company | ||||||||||
| 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 pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, was $13,980,999 .
The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of March 31, 2026, was:
DOCUMENTS INCORPORATED BY REFERENCE
| Documents | Form 10-K Reference | ||||
Proxy Statement for 2026 Annual Meeting of Shareholders expected to be filed by March 31, 2026 (the day that is 120 days after the last day of the registrant’s 2025 fiscal year) | Part III | ||||
MEDIACO HOLDING INC. AND SUBSIDIARIES
FORM 10-K
TABLE OF CONTENTS
| Page | |||||
2
CERTAIN DEFINITIONS
Unless the context requires otherwise, all references in this report to “MediaCo,” “the Company,” “we,” “our,” “us,” and similar terms refer to MediaCo Holding Inc. and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). You can identify these forward-looking statements by our use of words such as “intend,” “plan,” “may,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions, whether in the negative or affirmative. Such forward-looking statements, which speak only as of the date hereof, are based on managements’ estimates, assumptions and beliefs regarding our future plans, intentions and expectations. We cannot guarantee that we will achieve these plans, intentions or expectations. All statements regarding our expected financial position, business, results of operations and financing plans are forward-looking statements.
Actual results or events could differ materially from the plans, intentions or expectations disclosed in the forward-looking statements we make. We have included important facts in various cautionary statements in this report that we believe could cause our actual results to differ materially from forward-looking statements that we make. These include, but are not limited to, the factors described in Part I, Item 1A, “Risk Factors.”
The forward-looking statements do not reflect the potential impact of any future acquisitions, mergers or dispositions. We undertake no obligation to update or revise any forward-looking statements because of new information, future events or otherwise.
3
PART I
ITEM 1. BUSINESS
GENERAL
MediaCo Holding Inc. (“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio, television, digital advertising, premium programming and events.
On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo. Subsequently, on May 1, 2025, the parties entered into an equity purchase agreement that modified the structure and certain terms of the original Asset Purchase Agreement. On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100% of the equity interests of Estrella and certain subsidiaries of Estrella. As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company. See Note 1 — Summary Of Significant Accounting Policies.
Our assets before the Estrella Acquisition consisted of two radio stations, WQHT(FM) and WBLS(FM), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, and Estrella’s expansive digital channels, including its eight free ad-supported television (“FAST”) channels and EstrellaTV app. The Estrella brands that joined MediaCo include - EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales. See Note 3 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.
BUSINESS SEGMENTS
We operate in two business segments: Audio (“Audio Segment”) and Video (“Video Segment”). We organize our business segments based on the type of services offered. See Note 16 — Segment Information in our consolidated financial statements included elsewhere in this report for additional information.
BUSINESS STRATEGY
We are a brand and content company reflecting, informing, and amplifying multicultural communities through culture, news, and entertainment. We are committed to improving the operating results of our core assets while simultaneously seeking future growth opportunities in the distribution of video and audio content, owned by us and our partners, to predominately multi-cultural audiences in the local, national, and digital advertising spaces. We are a diverse owned, diverse targeted media business. MediaCo stands at the forefront of entertainment and news, positioned as a leader in reaching multicultural audiences. Through our diverse portfolio of digital, television, and radio properties, we engage over 35 million unique visitors each month, delivering a dynamic mix of free, ad-supported streaming and terrestrial entertainment, music, and news across all major media platforms and on all devices. Our strategy is focused on the following operating principles:
Develop unique and compelling content and strong brands
Our established nationally recognized media brands have achieved and sustained a leading position in their respective local market segments over many years, with each having a strong brand identity that reaches beyond its local footprint. Consistently producing unique and compelling content that meets the needs of our target audiences is critical to our success. As such, we make substantial investments in areas such as market research, data analysis and creative talent to ensure that our content remains relevant and fresh, has a meaningful impact on the communities we serve and reinforces the core brand image of each respective property. Accessible on all digital platforms and devices, our diverse lineup includes news, morning shows, game shows, talent competitions, late-night programs, concerts, music awards, documentaries and sports.
We believe our brands are well integrated within the Hip Hop and R&B marketplace and with our recent business combination of Estrella we have expanded into Hispanic audiences and a multitude of other genres, expanding our reach. We expect to continue to expand our national reach on each of our brands through the digital, streaming, syndication and licensing arenas. Our
4
celebrity talent has broad national and international influence and are integrated into key cultural moments, which help amplify our brands.
Provide content in ways that our audiences want to consume it
We strive to make our brands available to audiences everywhere that they choose to consume content. We distribute our audio content over digital radio as well as terrestrial radio. We distribute our video content digitally, including through our apps for mobile and connected televisions (“TVs”), third-party partner apps and Free Ad-Supported Streaming TV (“FAST”) platforms, and multichannel video programming distributors (“MVPDs”), as well as on network and local TV. We have placed substantial emphasis on enhancing the distribution of our video and audio content through digital and mobile platforms. We believe these digital platforms offer excellent opportunities to further enhance the relationships we have with our audiences by allowing them to consume and share our content in new ways and providing us with new distribution channels for one-to-one communication with our end user.
In our Video Segment, new digital formats (including Live and Interactive) will differentiate our video businesses and grow viewership. We will grow our video advertising inventory by scaling across FAST and connected devices through owned-and-operated properties and technology partners. In our Audio Segment, we expect to support the growth of our owned-and-operated station audience through our enhanced website and app platforms. We expect to leverage events and shows to drive listenership and community engagement and increase community involvement, participation, and coverage events through direct-to-consumer interactive apps, such as the Hot 97 App and NOW Apps and at times leveraging third party community engagement tools.
Deliver results to advertisers
Competition for advertising revenue is high. To remain competitive, we focus on sustaining and growing our video and audio audiences, optimizing our pricing strategy and developing innovative marketing programs for our clients that allow them to interact with our audiences in more direct and measurable ways. Our ability to deploy multi-touchpoint marketing programs allows us to deliver a stronger return-on-investment for our clients while simultaneously generating ancillary revenue streams for our media properties.
We offer premier content for diverse audiences in growing demographics. We believe that this offers us an advantage in competing for advertisers that prioritize culturally relevant marketing.
Enhance the efficiency of our operations
We believe it is essential that we operate our businesses as efficiently as possible. We regularly review our business operations and reduce costs or realign resources as necessary. We are consolidating video operations across network TV, local TV, and digital. We have also invested in technology solutions to help further streamline our business processes.
Pursue acquisition and investment opportunities
We may pursue acquisitions or other investment opportunities in a variety of media-related businesses as well as a variety of other industries and market sectors. We believe that consummating such acquisitions and investments can be a valuable tool in our efforts to grow our business.
RADIO STATIONS
As of December 31, 2025, we owned, operated or provided program, sales, and/or other services to these 13 radio stations, including one AM and 12 FM radio stations. All of our radio stations are located in the United States. No one station is material to our overall operations. We believe that our properties are in good condition and suitable for our operations. The following table provides the number of owned and operated radio stations by market:
5
| STATION AND MARKET | MARKET RANK BY DMA (1) | FORMAT | PRIMARY DEMOGRAPHIC TARGET AGES | RANKING IN PRIMARY DEMOGRAPHIC TARGET(2) | STATION AUDIENCE SHARE(3) | |||||||||||||||||||||||||||
| New York, NY | 1 | |||||||||||||||||||||||||||||||
| WQHT(FM) | Rhythmic Contemporary Hit Radio | 18-49 | 4 | 6.8 | ||||||||||||||||||||||||||||
| WBLS(FM) | Urban Adult Contemporary | 25-54 | 10 | 4.0 | ||||||||||||||||||||||||||||
| Los Angeles, CA | 2 | |||||||||||||||||||||||||||||||
| KBUE(FM) | Regional Mexican | 25-54 | 15 | 2.5 | ||||||||||||||||||||||||||||
| KBUA(FM) | Regional Mexican | (4) | (4) | (4) | ||||||||||||||||||||||||||||
| KEBN(FM) | Classic Country | (4) | (4) | (4) | ||||||||||||||||||||||||||||
| KVNR(AM) | Vietnamese language | (5) | (5) | (5) | ||||||||||||||||||||||||||||
| Dallas- Ft. Worth, TX | 4 | |||||||||||||||||||||||||||||||
| KBOC(FM) | Spanish Contemporary Hit | 25-54 | 27 | 1.3 | ||||||||||||||||||||||||||||
| KZZA(FM) | Regional Mexican | 18-49 | 22 | 1.7 | ||||||||||||||||||||||||||||
| KNOR(FM) | Regional Mexican | 25-54 | 22 | 1.8 | ||||||||||||||||||||||||||||
| Houston- Galveston, TX | 6 | |||||||||||||||||||||||||||||||
| KQQK(FM) | Regional Mexican | 25-54 | 15 | 3.2 | ||||||||||||||||||||||||||||
| KTJM(FM) | Classic Rock | 18-49 | 10 | 3.8 | ||||||||||||||||||||||||||||
| KNTE(FM) | Regional Mexican | (6) | (6) | (6) | ||||||||||||||||||||||||||||
| Riverside- San Bernardino, CA | 28 | |||||||||||||||||||||||||||||||
| KRQB(FM) | Regional Mexican | 25-54 | 2 | 15.6 | ||||||||||||||||||||||||||||
(1) “Market Rank by Designated Market Area (“DMA”)” is the ranking of the radio market universe estimates for the various designated market areas served by our stations among all radio markets in the United States. DMA rankings are from the Fall 2025 Nielsen Audio Radio Market Rankings. | ||||||||||||||||||||||||||||||||
(2) “Ranking in Primary Demographic Target” is the ranking of the station within its designated primary demographic target among all radio stations in its market based on the December 2025 Nielsen Audio, Inc. (“Nielsen”) Portable People Meter results. | ||||||||||||||||||||||||||||||||
(3) “Station Audience Share” represents a percentage generally computed by dividing the average number of persons in the primary demographic listening to a particular station during specified time periods by the average number of such persons in the primary demographic for all stations in the market area as determined by Nielsen. | ||||||||||||||||||||||||||||||||
(4) Station trimulcast with KBUE(FM) | ||||||||||||||||||||||||||||||||
(5) Station under a Local Marketing Agreement with Little Saigon Radio Broadcasting, Inc. | ||||||||||||||||||||||||||||||||
(6) Station simulcast with KTJM(FM) | ||||||||||||||||||||||||||||||||
6
TELEVISION MARKETS AND STATIONS
As of December 31, 2025, our Video Segment owned, operated or provided program, sales, and/or other services to these television stations, all with the EstrellaTV network affiliation, in the following markets:
| MARKET | MARKET RANK BY DMA(1) | NUMBER OF MARKET CHANNELS | STATIONS | |||||||||||||||||
| New York, NY | 1 | 36 | WASA | |||||||||||||||||
| Los Angeles, CA | 2 | 45 | KRCA | |||||||||||||||||
| Chicago, IL | 3 | 30 | WESV | |||||||||||||||||
| Houston, TX | 6 | 31 | KZJL | |||||||||||||||||
| Denver, CO | 17 | 23 | KETD | |||||||||||||||||
| Miami, FL | 18 | 32 | WGEN, WGEN-LD, WVFW, W12DI | |||||||||||||||||
(1) “Market Rank by DMA” is the ranking of the television market universe estimates for the various designated market areas served by our stations among all television markets in the United States. DMA rankings are from Nielsen’s 2025-2026 Nielsen DMA Ranking. | ||||||||||||||||||||
In addition, the Company operates leased television stations in California and Texas. The Company also owns television production facilities that are used to produce programming for its owned and affiliated television stations.
MediaCo has also entered into affiliation agreements with certain television stations to broadcast its EstrellaTV network programming of the affiliate station’s primary or digital multicast channels. Currently, the EstrellaTV network is broadcast by television stations in various states serving 48 designated market areas. The Company also operates eight FAST channels - EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales on Over-the-top platforms through third party distribution partners.
ADVERTISING SALES
We derive our advertising revenue from local, regional, and digital advertising in the marketplaces in which we operate, as well as from the sale of national advertising. Local and most regional sales are made by a station’s sales staff. National sales are made by firms specializing in such sales, which are compensated on a commission-only basis. We believe that the volume of national advertising revenue tends to adjust to shifts in a station’s audience share position more rapidly than does the volume of local and regional advertising revenue. During the year ended December 31, 2025, approximately 25% of our total spot radio advertising revenues were derived from national sales and 75% were derived from local sales. During the year ended December 31, 2025, approximately 69% of our television advertising revenues were derived from national sales and 31% were derived from local sales.
NON-TRADITIONAL REVENUES
We are involved with numerous events in the markets in which we operate that support the local community, entertain our audiences, and better connect our listeners with our stations and our advertisers. In most cases, a third party produces the event, which we help promote, and we sell certain sponsorship opportunities to our advertisers. In these situations, we do not bear financial risk on the success of the event. In limited cases, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event.
NEW TECHNOLOGIES
We believe that the growth of new technologies not only presents challenges, but also opportunities for broadcasters. The primary challenge is increased competition for the time and attention of the audience of our TV and radio stations. The primary opportunities are to enhance the relationships we already have with our audience by expanding products and services offered by our TV and radio stations to adjacent areas of entertainment, including streaming, gaming, live programming and sports, and to increase audience reach via connected devices.
7
COMMUNITY INVOLVEMENT
One of our guiding principles is making a difference in the communities we serve, and our corporate social responsibility initiatives are an important part of our culture. We believe that building connections between our employees, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace. As a company, we endeavor to use our resources and products to drive meaningful societal change and have collaborated with local and national organizations globally to improve health and public safety; to ensure a sustainable environment; to promote arts, education and cultural diversity; and to support market-by-market advertising standards. MediaCo aims to be purposeful and do the right thing and over the years we have worked with our community to educate, understand, guide and amplify their voices to ensure our audience feels heard and appreciated particularly around dedicated news programming. Our stations participate in many community programs, fundraisers and activities that benefit a wide variety of causes. Charitable organizations that have been the beneficiaries of our support include, among others, Hip Hop has Heart, the Harlem Chamber of Commerce, the Sarcoidosis Foundation, New York Cares, American AIDS Foundation and the Queens Police Service Area Community Counsel. We have embarked on a relationship with the Universal Hip Hop Museum, which is currently under construction in New York City.
COMPETITION
Our distribution channels, including our TV and radio broadcasting stations as well as digital channels, compete with the other broadcasting stations in their respective market areas, as well as with other advertising media such as newspapers, cable, magazines, outdoor advertising, transit advertising, the Internet, satellite radio, streaming services, direct marketing, and mobile and wireless device marketing. Competition within the TV and radio broadcasting industry occurs primarily in individual market areas, so that a station in one market (e.g., New York) does not generally compete with stations in other markets (e.g., Los Angeles). Competition in digital distribution is both local and nationwide. Our stations face competition from other stations with substantial financial resources, including stations targeting the same demographic groups. In addition to management experience, factors that are material to competitive position of a radio station include its rank in its market in terms of the number of listeners, authorized power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other stations in the market area. Factors that are material to competitive position of a TV station include its rank in its market in terms of the number of viewers, audience characteristics, and the number and characteristics of other stations in the market area. We attempt to improve our competitive position with programming and promotional campaigns aimed at the demographic groups targeted by our stations. We also seek to improve our position through sales efforts designed to attract advertisers that are looking to reach growing diverse audiences. Although we believe that each of our stations can compete effectively in its market, there can be no assurance that our stations will be able to maintain or increase its current audience ratings or advertising revenue market share.
Our content faces competition from major networks as well as networks that create specialty programming for demographically similar audiences. Factors that are material to the competitive position of content include its quality and cultural relevance and the breadth of its availability. We invest in award-winning entertainment, news programming, sports, music, and lifestyle content in order to stay competitive. Cost of content is a factor for our audiences, which is why we distribute our content as free, ad-supported.
Although the broadcasting industry is highly competitive, barriers to entry exist. The operation of a broadcasting station in the United States requires a license from the Federal Communications Commission (“FCC”). Also, the number of stations that can operate in a given market is limited by the availability of the frequencies that the FCC will license in that market, as well as by the FCC's multiple ownership rules regulating the number and types of stations that may be owned or controlled by the same person or company.
In selecting the form of media through which to advertise, advertisers evaluate their ability to target audiences having a specific demographic profile, lifestyle, brand or media consumption or purchasing behavior, or audiences located in, or traveling through, a particular geography. Advertisers also compare the relative costs of available media, evaluating the number of impressions (potential viewings), exposure (the opportunity for advertising to be seen) and circulation (traffic volume in a market), as well as potential effectiveness, quality of related services (such as advertising copy design and layout) and customer service. In competing with other media, we believe that our video and audio advertising inventory is cost-efficient, allowing advertisers to reach broader audiences and target specific geographic areas or demographic groups within markets. Additionally, the strength of our digital reach and brand recognition allows us to compete for national digital advertising dollars.
HUMAN CAPITAL RESOURCES
Our mission is to connect brands and consumers by delivering innovative advertising insights and solutions while enhancing our communities. We believe that our success is dependent upon successful execution of this mission, and a critical component in achieving this mission is attracting, motivating and retaining great people who allow us to continue to find new and innovative ways to serve our customers and our communities. We believe our key human capital management objective is to attract, retain and develop the highest quality talent and subject matter experts in the sectors we operate. We believe an alignment between talent and strategy is key to scaling the business.
8
At December 31, 2025, we had 378 full-time and part-time employees, compared to 407 at December 31, 2024.
To facilitate talent attraction and retention, we strive to create strong teams and vibrant culture at every level of our organization through our core values of integrity, innovation, excellence and safety. We also strive to offer a fair and competitive compensation and benefits program, foster a community where everyone feels included and empowered to do their best work, provide a safe workplace, and give employees the opportunity to give back to their communities and make a social impact. We believe people can achieve their full potential when they enjoy their work, so it is our priority to provide a workplace where growth, success and fun go hand in hand. We are implementing annual goal-setting and performance management processes to ensure the mission is executed, while ensuring transparency.
Code of Business Conduct
We are deeply committed to promoting a culture of ethical conduct and compliance. Our Code of Business Conduct and Ethics (“Code”), which applies to all employees as well as officers and all members of the Board, reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability. Training on the Code is mandatory upon employment and is provided on an annual basis. Highlights from our Code include a no retaliation policy for anyone who, acting in good faith, notifies us of a possible violation of the Code, our policies or the law; a commitment to human rights and labor protections in all of our operations, and the expectation that our business partners uphold the same standards; and an anti-corruption policy that prohibits offering, attempting to offer, authorizing or promising any bribe or kickback for the purpose of obtaining or retaining business or an unfair advantage.
Compensation and Benefits Programs
Our compensation and benefits programs are designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our shareholders. We provide competitive packages to address the needs of the individuals we employ to ensure we have alignment with culture, expectations and value driven results. Our sales employees are incentivized through sales commission programs. Our executives and certain other employees receive long-term equity awards that vest over time. We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and shareholder interests.
We also provide our employees and their families with access to a variety of healthcare and insurance benefits, qualified spending accounts, retirement savings plans and various other benefits.
Diversity and Inclusion
The Company remains committed to fostering a workplace that supports equal opportunity and fair treatment for all employees. We continue to focus on maintaining a respectful and inclusive work environment consistent with applicable laws and regulations. Our employment practices are designed to promote merit-based decision-making across hiring, development, and advancement.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Listed below is certain information about the executive officers of MediaCo as of December 31, 2025. All of our executive officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors.
| NAME | POSITION | AGE AT DECEMBER 31, 2025 | YEAR FIRST ELECTED OFFICER | |||||||||||||||||
| Alberto Rodriguez | Chief Executive Officer and President | 61 | 2024 | |||||||||||||||||
| Debra DeFelice | Executive Vice President, Chief Financial Officer and Treasurer | 56 | 2024 | |||||||||||||||||
| René Santaella | Chief Growth and Innovation Officer | 54 | 2024 | |||||||||||||||||
Mr. Rodriguez was appointed as the Company’s Chief Executive Officer on November 21, 2025, removing the “interim” designation that has been in place since October 2024. Prior to Mr. Rodriguez’s appointment to Chief Executive Officer and President he served as Chief Revenue Officer and President of MediaCo Audio since January 2024. Prior to joining the Company, Mr. Rodriguez spent 24 years at Spanish Broadcasting System with his most recent position being President and Chief Operating Officer. Mr. Rodriguez holds a bachelor’s degree from Florida Atlantic University.
Ms. DeFelice was appointed Executive Vice President, Chief Financial Officer, and Treasurer on November 21, 2025, having first been named Chief Financial Officer and Treasurer in September 2024. Ms. DeFelice was previously the EVP Radio Finance & Assistant Treasurer at MediaCo since April 2021. Prior to joining MediaCo, Ms. DeFelice served as Artisanal Brewing Ventures’ Corporate Controller and prior to that she served as the Corporate Controller at HEPACO, LLC. She holds an MBA from Eastern Carolina University and a bachelor's degree from Binghamton University. Ms. DeFelice is also a Certified Public Accountant.
9
Mr. Santaella was appointed Chief Growth and Innovation Officer on March 9, 2026 having first been named Chief Operating Officer in October 2024. Mr. Santaella was previously the Chief Digital and Streaming Officer for Estrella MediaCo. Prior to joining Estrella Mr. Santaella worked as the SVP of Business Planning and Operations at Sony Pictures Entertainment and the Director of Ad Sales Marketing within Disney’s Interactive Media Group. Mr. Santaella holds a bachelor’s degree and an MBA from UCLA.
AVAILABLE INFORMATION
Our website address is mediacoholding.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (“SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
FEDERAL REGULATION OF BROADCASTING
Broadcasting in the United States is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”), including as amended in part by the Telecommunications Act of 1996 (the “1996 Act”). Radio and television broadcasting is prohibited except in accordance with a license issued by the FCC upon a finding that the public interest, convenience and necessity would be served by the grant of such license. The FCC has the power to revoke licenses for, among other things, false statements made in FCC filings or willful or repeated violations of the Communications Act or of FCC rules. In general, the Communications Act provides that the FCC must allocate broadcast licenses for radio and television stations so as to provide a fair, efficient and equitable distribution of service throughout the United States. The FCC determines the operating frequency, location and power of stations; regulates the transmission equipment used by stations; and regulates numerous other aspects of radio and television broadcasting pursuant to rules, regulations and policies adopted under authority of the Communications Act. The Communications Act, among other things, prohibits the assignment of a broadcast license or the transfer of control of an entity holding such a license without the prior approval of the FCC. Under the Communications Act, the FCC also regulates limited aspects of broadcasters’ relationships with program providers and distributors, as well as some of the media that compete with broadcast stations.
The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies. Reference should be made to the Communications Act as well as FCC rules, public notices and rulings for further information concerning the nature and extent of federal regulation of broadcast stations. Legislation has been introduced from time to time which would amend the Communications Act in various respects or otherwise affect the Company, and the FCC regularly considers new regulations or amendments to its existing regulations applicable to broadcasting and networks. We cannot predict whether any such legislation will be enacted or whether new or amended FCC regulations will be adopted or what their effect would be on the Company.
License Grant and Renewal
Radio and television stations operate pursuant to broadcast licenses that are ordinarily granted by the FCC for maximum terms of eight years and are subject to renewal upon application and approval by the FCC. The following table sets forth our current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of all owned stations as of December 31, 2025:
10
| Radio Market | Stations | City of License | Frequency | Expiration Date of License | FCC Class | |||||||||||||||||||||||||||
| New York, NY | WQHT(FM) | New York, NY | 97.1 | June 2030 | B | |||||||||||||||||||||||||||
| WBLS(FM) | New York, NY | 107.5 | June 2030 | B | ||||||||||||||||||||||||||||
| Los Angeles, CA | KEBN(FM) | Garden Grove, CA | 94.3 | December 2029 | A | |||||||||||||||||||||||||||
| KBUE(FM) | Long Beach, CA | 105.5 | December 2029 | A | ||||||||||||||||||||||||||||
| KBUA(FM) | San Fernando, CA | 94.3 | December 2029 | A | ||||||||||||||||||||||||||||
| KVNR(AM) | Santa Ana, CA | 1,480.0 | December 2029 | B | ||||||||||||||||||||||||||||
| Dallas-Ft. Worth, TX | KBOC(FM) | Bridgeport, TX | 98.3 | August 2029 | C | |||||||||||||||||||||||||||
| KZZA(FM) | Muenster, TX | 106.7 | August 2029 | C | ||||||||||||||||||||||||||||
| KNOR(FM) | Krum, TX | 93.7 | August 2029 | C0 | ||||||||||||||||||||||||||||
| Houston-Galveston, TX | KQQK(FM) | Beaumont, TX | 107.9 | August 2029 | C | |||||||||||||||||||||||||||
| KTJM(FM) | Port Arthur, TX | 98.5 | August 2029 | C | ||||||||||||||||||||||||||||
| KNTE(FM) | Bay City, TX | 101.7 | August 2029 | C1 | ||||||||||||||||||||||||||||
| Riverside-San Bernardino, CA | KRQB(FM) | San Jacinto, CA | 96.1 | December 2029 | A | |||||||||||||||||||||||||||
| Television Market | Stations | City of License | Frequency | Expiration Date of License | FCC Class | |||||||||||||||||||||||||||
| New York, NY | WASA-LD1 | Port Jervis, NY | VHF Ch. 13 | June 2031 | LDT | |||||||||||||||||||||||||||
| Los Angeles, CA | KRCA(TV)1 | Riverside, CA | VHF Ch.7 | December 2030 | DTV | |||||||||||||||||||||||||||
| Chicago, IL | WESV-LD | Chicago, IL | UHF Ch. 31 | December 2029 | LDT | |||||||||||||||||||||||||||
| Houston, TX | KZJL(TV) | Houston, TX | UHF Ch. 21 | August 2030 | DTV | |||||||||||||||||||||||||||
| Miami-Ft. Lauderdale, FL | WGEN-TV | Key West, FL | VHF Ch. 8 | February 2029 | DTV | |||||||||||||||||||||||||||
| WGEN-LD | Miami, FL | VHF Ch. 8 | February 2029 | LDT | ||||||||||||||||||||||||||||
| WVFW-LD | Miami, FL | VHF Ch. 8 | February 2029 | LDT | ||||||||||||||||||||||||||||
| W12DI-LD | Key West, FL | VHF Ch. 12 | February 2029 | LDT | ||||||||||||||||||||||||||||
| Denver, CO | KETD(TV) | Castle Rock, CO | UHF Ch. 15 | April 2030 | DTV | |||||||||||||||||||||||||||
1 Shared channel operation | ||||||||||||||||||||||||||||||||
Review of Ownership Restrictions
The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis (i.e., every four years) and to repeal or modify rules that are no longer “necessary in the public interest as the result of competition,” consistent with Section 202(h) of the Telecommunications Act of 1996.
Although the FCC has conducted multiple quadrennial reviews since the Telecommunications Act of 1996, the rules limiting the number of radio stations that may be commonly owned in a local market have remained largely unchanged for decades after their initial adoption in accordance with the statute. As part of earlier ownership review proceedings, the U.S. Supreme Court upheld the FCC’s elimination of the Radio/Television Cross-Ownership Rule, which had previously limited the common ownership of radio and television stations in the same market.
In December 2023, the FCC completed its 2018 Quadrennial Review by issuing a Report and Order that largely retained existing local radio and local television ownership rules, with limited adjustments to methodology and regulatory treatment. The Order also expanded the prohibition on ownership of more than one top-four television network affiliation under certain circumstances.
In July 2025, the U.S. Court of Appeals for the Eighth Circuit issued a decision vacating the FCC’s Top-Four Prohibition on television station ownership that was adopted in the 2018 Quadrennial Review Order, on the grounds that the Commission’s rationale for retaining the restriction was arbitrary and capricious. The court upheld the remainder of the 2018 Order, including the retention of the Local Radio Ownership Limits, and withheld issuance of the mandate on the vacated provisions to allow the FCC an opportunity to respond.
Separately, the FCC advanced the 2022 Quadrennial Review of broadcast ownership rules, releasing a Notice of Proposed Rulemaking (“NPRM”) in September 2025 seeking comment on whether the Local Radio Ownership Rule, Local Television Ownership Rule, and Dual Network Rule continue to serve the public interest. The NPRM was published in the Federal Register in November 2025, and comment and reply comment deadlines were set for December 2025 and January 2026, respectively. That proceeding is ongoing and no final rule changes have been adopted to date.
11
Given the ongoing judicial proceedings relating to the 2018 Quadrennial Review Order and the pendency of the 2022 Quadrennial Review, we cannot predict whether the current ownership rules will be repealed, modified or otherwise altered, or what impact any such changes might have on our business operations and strategic plans.
Attribution of Ownership Interests:
In applying its ownership rules, the FCC has developed specific criteria that it uses to determine whether a certain ownership interest or other relationship with an FCC licensee is significant enough to be “attributable” or “cognizable” under its rules, such that there would be a violation of the FCC’s rules where such person or entity holds attributable interests in more than the permitted number of stations in the same market. The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions:
•all officer and director positions in a licensee or its direct/indirect parent(s);
•voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank);
•any equity interest in a limited partnership or limited liability company where the limited partner or member has not been “insulated” from the media-related activities of the LP or LLC pursuant to specific FCC criteria;
•equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other broadcast entity (referred to as the Equity/Debt Plus Rule), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or holds an attributable interest in a same-market broadcast station.
To assess whether a voting stock interest in a direct or indirect parent corporation of a broadcast licensee is attributable, the FCC uses a “multiplier” analysis in which non-controlling voting stock interests are deemed proportionally reduced at each non-controlling link in a multi-corporation ownership chain.
Ownership-rule conflicts could require divestitures by either the Company or the affected shareholders, officers or directors. Such conflicts could also result in the Company being unable to obtain FCC consents necessary for future acquisitions. Conversely, the Company’s broadcast interests could operate to restrict other broadcast investments by shareholders having or acquiring an attributable interest in the Company.
Local Radio Ownership:
The local radio ownership rule limits the number of commercial radio stations in a radio market in which a person or entity may hold an attributable interest based on the number of radio stations in that market:
•if the market has 45 or more radio stations, one entity may hold an attributable interest in up to eight stations, not more than five of which may be in the same service (AM or FM);
•if the market has between 30 and 44 radio stations, one entity may hold an attributable interest in up to seven stations, not more than four of which may be in the same service;
•if the market has between 15 and 29 radio stations, one entity may hold an attributable interest in up to six stations, not more than four of which may be in the same service; and
•if the market has 14 or fewer radio stations, one entity may hold an attributable interest in up to five stations, not more than three of which may be in the same service, however one entity may not own more than 50% of the stations in the market.
The New York market, in which the Company holds radio licenses, has more than 45 radio stations.
For purposes of applying these numerical limits, the FCC has adopted rules with respect to (i) so-called local marketing agreements, or “LMAs,” by which the licensee of one station provides programming for another licensee’s station in the same market and sells all of the advertising within that programming and (ii) so-called joint sale agreements, or “JSAs,” by which the licensee of one radio station sells the advertising time on another radio station in the same market. Under these rules, an entity that holds an attributable interest in one or more stations in a market which programs more than 15% of the broadcast time of another broadcast station in the same market, or in a radio station which sells more than 15% of the advertising time, on another radio station in the same market is generally required to count that station toward its broadcast ownership limits even though it does not own the station. As a result, in a market where we own one or more radio stations, we generally cannot provide programming to another station in that market under an LMA or sell advertising on another radio station pursuant to a JSA if we could not acquire that station under the FCC’s ownership rules.
Local Television Ownership:
A party may hold an attributable interest in television stations in adjoining markets, even if there is a noise limited service contour overlap between the two stations’ broadcast signals, and generally may hold an attributable interest in two stations in the same market if (i) there is no signal contour overlap between the stations; or (ii) not more than one of the owned stations is among the top-
12
four rated stations in the market ("the Top-Four Prohibition"). The FCC will, upon request, consider waiver of the Top-Four Prohibition to allow parties to own up to two top-four-rated stations in the same market on a case-by-case basis. On December 22, 2023, the FCC adopted the 2018 Ownership Order, expanding the Top-Four Prohibition to prohibit, in certain circumstances, the placement of a second top-four-rated program affiliation on a commonly owned TV multicast stream or low power television (“LPTV”) station and restricting the circumstances under which such commonly owned top-four multicast streams or LPTV stations may be transferred or assigned in the future. The 2018 Ownership Order, including this extension of the Top-Four Prohibition, became effective March 18, 2024.
In the 2022 quadrennial review proceeding, the FCC is considering all aspects of its local ownership rules, including whether the rules in their current form remain necessary in the public interest.
National Television Ownership:
In contrast to radio, which has no national ownership limit, there is a national cap on television station ownership. Under the current rule, no individual or entity may hold an attributable interest in commercial full-power television stations located in markets that collectively contain more than 39% of the national television viewing audience, a limitation established by statute. For purposes of calculating compliance with this cap, the FCC currently applies a so-called “UHF discount,” whereby only 50% of the households served by a station operating in the ultra-high-frequency (UHF) band are included in the calculation.
The FCC has periodically reviewed this national ownership cap and the UHF discount as part of ongoing broadcast ownership rulemakings. A long-standing rulemaking initiated in 2017 to examine whether to retain, modify, or rescind the national television ownership cap and the UHF discount remains pending, and the FCC has sought public comment on these issues most recently in 2025 and early 2026. The FCC has taken no final action to repeal, modify, or replace the UHF discount or the national ownership cap to date.
Broadcasters, industry groups, and other stakeholders have urged the FCC to modernize or eliminate the national cap, while other commenters have argued that any change would exceed the Commission’s statutory authority and should be the result of Congressional action. We cannot predict whether the FCC will ultimately adopt any modifications to the national television ownership cap, alter the treatment of the UHF discount, or what impact, if any, such modifications would have on our business, strategic plans, or potential future transactions.
Foreign Ownership:
Under the Communications Act, no FCC license may be held by a corporation if more than one-fifth of its capital stock is owned or voted by aliens or their representatives, a foreign government or representative thereof, or an entity organized under the laws of a foreign country (collectively, “Non-U.S. Persons”). Furthermore, the Communications Act provides that no FCC license may be granted to an entity directly or indirectly controlled by another entity of which more than one-fourth of its capital stock is owned or voted by Non-U.S. Persons if the FCC finds that the public interest will be served by the denial of such license grant. The FCC has adopted rules to simplify and streamline the process for requesting authority to exceed the 25% indirect foreign ownership limit in broadcast licensees and has revised the methodology that publicly traded broadcasters must use to assess their compliance with the foreign ownership restrictions. The foregoing restrictions on ownership by Non-U.S. Persons apply in modified form to other types of business organizations, including partnerships and limited liability companies. Our Amended and Restated Articles of Incorporation and Amended and Restated Code of By-Laws authorize the Board of Directors to prohibit such restricted alien ownership, voting or transfer of capital stock as would cause the Company to violate the Communications Act or FCC regulations.
Assignments and Transfers of Control
The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC. In determining whether to grant such approval, the FCC considers a number of factors, including compliance with the various rules limiting common ownership of broadcast licenses, the “character” of the assignor/transferor and of the assignee/transferee and those persons holding attributable interests therein and compliance with the Communications Act’s limitations on foreign ownership as well as other statutory and regulatory requirements. When evaluating an assignment or transfer of control application, the FCC is prohibited from considering whether the public interest might be served by an assignment of the broadcast license or transfer of control of the licensee to a party other than the assignee or transferee specified in the application.
Programming and Operations
The Communications Act requires broadcasters to serve the “public interest.” Beginning in the late 1970s, the FCC gradually relaxed or eliminated many of the more formalized procedures it had developed to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license. However, licensees are still required to present programming that is responsive to community problems, needs and interests, and specifically in the case of television stations, to meet the educational and informational needs of children. Stations are also required to maintain certain records demonstrating such responsiveness.
13
Federal law prohibits the broadcast of obscene material at any time and the broadcast of indecent material during specified time periods when children are more than likely to be in the audience. Federal law also imposes sponsorship identification (or “payola”) requirements, which mandate the disclosure of information concerning programming the airing of which is paid for by third parties. The company may receive letters of inquiry or other notifications concerning alleged violations of the FCC’s rules at its stations. We cannot predict the outcome of any complaint proceeding or investigation or the extent or nature of any future FCC enforcement action.
Stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act that regulate, among other things, political advertising, sponsorship identification, equal employment opportunities, contest promotions, advertising in children’s programs, and technical operations, including limits on radio frequency radiation.
Failure to observe FCC rules and policies can result in the imposition of various sanctions, including monetary fines, the grant of “short-term” (less than the maximum term) license renewals or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.
Additional Developments and Proposed Changes
The FCC has adopted rules implementing a low power FM (“LPFM”) service, and nearly 2000 such stations are currently licensed. In November 2007, the FCC adopted rules that, among other things, enhance LPFM’s interference protection from subsequently-authorized full-service FM stations. Congress then passed legislation eliminating certain minimum distance separation requirements between full-power FM and LPFM stations, thereby reducing the interference protection afforded to full-power FM stations. As required by the legislation, the FCC in January 2012 submitted a report to Congress indicating that the results of a statutorily mandated economic study indicated that, on the whole, LPFM stations do not currently have, and in the future are unlikely to have, a demonstrable economic impact on full-service commercial FM radio stations. The FCC has since modified its rules to permit the processing of additional LPFM applications and to implement the legislative requirements regarding interference protection, and has accepted applications seeking authority to construct or make major changes to LPFM facilities. Although to date there have been very few, if any, instances of LPFM stations interfering with full-power radio stations, we cannot predict whether any LPFM stations will actually interfere with the coverage of our radio stations in the future.
The FCC also previously authorized the launch and operation of a satellite digital audio radio service (“SDARS”) system. The country’s single SDARS operator, Sirius XM, provides nationwide programming service as well as channels that provide local traffic and weather information for major cities.
In addition, the FCC permits terrestrial digital audio broadcasting (“DAB,” also known as high definition radio or “HD Radio®”) by FM stations, and in October 2020, adopted rules permitting all-digital operations by AM stations.
In order to broadcast musical compositions or to stream them over the Internet, we must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers). These copyright owners often rely on organizations known as performing rights organizations, which negotiate licenses with copyright users for the public performance of their compositions, collect royalties, and distribute them to copyright owners. The four major performing rights organizations, from which the Company has licenses and to which we pay royalties, are the American Society of Composers, Authors, and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), SESAC, Inc., and Global Music Rights (“GMR”). These rates are set periodically, are often negotiated by organizations acting on behalf of broadcasters, and may increase in the future. It also is possible that songwriters or publishers may disassociate with these performing rights organizations, or that additional such organizations could emerge in the future. If a significant number of musical composition copyright owners move from the established performing rights organizations to performing rights organizations not operating under a consent decree, if new performing rights organizations form to license compositions that are not already licensed, or if the consent decrees between the U.S. Department of Justice (“DOJ”) and ASCAP/BMI are materially modified or eliminated, our royalty rates or negotiation costs could increase.
In order to stream music over the Internet, the Company must also obtain licenses and pay royalties to the owners of copyrights in sound recordings (typically, artists and record companies). These royalties are in addition to royalties for Internet streaming that must be paid to performing rights organizations.
Legislation also has regularly been introduced in Congress that would require the payment of performance royalties to artists, musicians, or record companies whose music is played on terrestrial broadcast stations, ending a long-standing copyright law exception. If enacted, such legislation could have an adverse impact on the cost to broadcast music programming.
Congress and the FCC also have under consideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of additional matters that could, directly or indirectly, affect the operation, ownership and profitability of our broadcast stations, result in the loss of audience share and advertising revenues for our broadcast stations and/or affect our ability to acquire additional broadcast stations or finance such acquisitions. Such matters include, but are not limited to:
•proposals to impose spectrum use or other fees on FCC licensees;
•proposals to modify some or all of the FCC’s multiple ownership rules and/or policies;
•proposals to impose requirements intended to promote broadcasters’ service to their local communities;
14
•proposals to change rules relating to political broadcasting;
•technical and frequency allocation matters;
•proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;
•proposals to tighten safety guidelines relating to radio frequency radiation exposure;
•proposals to modify broadcasters’ public interest obligations; and
•proposals, including by states, to limit the tax deductibility of advertising expenses by advertisers, or restrict the nature or types of advertising that may be aired.
We cannot predict whether any proposed changes will be adopted, what other matters might be considered in the future, or what impact, if any, the implementation of such proposals or changes might have on our business.
The foregoing is only a brief summary of certain provisions of the Communications Act and of specific FCC regulations. Reference should be made to the Communications Act as well as FCC regulations, public notices and rulings for further information concerning the nature and extent of federal regulation of broadcast stations.
ITEM 1A. RISK FACTORS.
The risk factors listed below, in addition to those set forth elsewhere in this report, could affect the business, financial condition and future results of the Company. Additional risks and uncertainties that are not currently known to the Company or that are not currently believed by the Company to be material may also harm the Company’s business, financial condition and results of operations.
Risks Related to our Business
Our advertising revenues and results of operations could be negatively impacted by weak economic conditions and instability in financial markets.
We believe that advertising is a discretionary business expense, and spending on advertising tends to decline disproportionately during an economic recession or downturn compared to other types of business spending. Consequently, weakness in the United States economy generally has an adverse effect on our advertising revenue and, therefore, our results of operations.
In addition to general economic downturns, persistent inflationary pressures, higher interest rates, and shifts in consumer spending behavior have created uncertainty in the advertising market. Businesses facing rising costs of capital and tightened credit conditions may prioritize essential expenditures over advertising, leading to reduced ad budgets across multiple industries. Furthermore, supply chain disruptions and labor market volatility continue to impact corporate profitability, prompting companies to reassess discretionary spending, including advertising investments.
Even in the absence of a broad economic recession, an individual business sector—such as the automotive industry, retail, or technology—that traditionally allocates significant resources to advertising may be forced to scale back expenditures if that sector experiences a downturn. For example, the automotive industry has faced challenges due to fluctuating consumer demand, higher borrowing costs, and supply chain constraints, leading to reduced marketing budgets.
If a sector’s advertising spending represents a significant portion of our revenue, any reduction in its expenditures may negatively impact our financial performance. Additionally, the rise of alternative marketing channels, such as organic social media engagement and direct-to-consumer strategies, may further influence traditional advertising demand. As economic conditions evolve, we remain focused on adapting to market shifts, optimizing our advertising offerings, and maintaining financial resilience in a dynamic business environment.
We may lose audience share and advertising revenue to competing broadcast stations or other types of media.
The broadcasting industry is highly competitive. Our stations compete for audiences and advertising revenue with other stations and station groups, as well as with other media. Shifts in population, demographics, audience tastes, consumer use of technology and forms of media and other factors beyond our control could cause us to lose market share. Any adverse change in our stations’ markets, or adverse change in the relative market positions of our stations, could have a material adverse effect on our revenue or ratings, could require increased promotion or other expenses, and could adversely affect our revenue. Other broadcasting companies may enter the markets in which we operate or markets in which we may operate in the future. These companies may be larger and have more financial resources than we have. Our stations may not be able to maintain or increase their current audience ratings and advertising revenue in the face of such competition.
MediaCo expects to continue to routinely conduct market research to review the competitive position of our stations in their markets. If we determine that a station could improve its operating performance by serving a different demographic, we may change the format or programming of that station. Our competitors may respond to our actions by more aggressive promotions of their stations or by airing the format or programming we have dropped, limiting our options if we do not achieve expected results with our new format/programming.
15
From time to time, other stations may change their format or programming, a new station may adopt a format or programming to compete more directly with our stations for audiences and advertisers, or stations might engage in aggressive promotional campaigns. These tactics could result in lower ratings and advertising revenue or increased promotion and other expenses and, consequently, lower earnings and cash flow for us. Any failure by us to respond, or to respond as quickly as our competitors, could also have an adverse effect on our business and financial performance.
Because of the competitive factors we face, we cannot assure investors that we will be able to maintain or increase our current audience ratings and advertising revenue.
Our broadcast operations lack the scale of some of our competitors.
The Company operates two radio stations in New York and as a result of the Estrella Acquisition, operates eleven radio
stations and nine television stations across California, Texas, Colorado, New York, Illinois and Florida. Some of our competitors in these markets have larger clusters of radio and/or television stations than ours. Our competitors may be able to leverage their market share to extract a greater percentage of available advertising revenues in our markets and may be able to realize greater operating efficiencies by programming multiple stations in the same market. Also, where such groups air formats or programming targeting audiences substantially similar to ours the Company’s financial condition and results of operations could be materially and adversely affected by such additional content competition by our competitors.
Our inability to successfully affiliate with radio, television, and other third-party content distributors, or to convert any acquired radio and television stations to our programming/formats could have an adverse effect on our business, financial condition or results of operations.
As an owner of program networks and provider of both video and audio programming, our success is dependent on establishing affiliations or similar programming arrangements with third-party station operators and other parties to broadly distribute our programming, as well as to maximize the distribution of our content over our own existing stations and stations we acquire. The inability to create new affiliation or similar programming arrangements with third party distributors, as well as the inability to successfully convert our currently owned or subsequently acquired stations to distribute our program content could adversely impact our business and financial performance.
The loss of affiliation agreements, renewal on less favorable terms or unfavorable interpretations thereof could have an adverse effect on our business, financial condition or results of operations.
Our networks provide affiliated stations and other distributors regularly scheduled programming in exchange for airing network commercials during that programming and payment of reverse compensation. The loss of such affiliation agreements could adversely affect our results of operations by reducing the reach of our programming and therefore our attractiveness to advertisers. Additionally, renewal of these affiliation agreements on less favorable terms may adversely affect our results of operations.
Consolidation among station group owners could increase their negotiating leverage. Competitive pressures faced by Multichannel Video Programming Distributors (“MVPDs”), particularly in light of evolving consumer consumption patterns and new distribution models, could adversely affect the terms of our programming renewals with MVPDs. In addition, MVPDs continue to develop alternative offerings and to the extent these offerings do not include our content and become widely accepted in lieu of traditional offerings, we could experience a decline in affiliate revenues.
We may fail to realize any benefits and incur unanticipated losses related to any acquisition.
The success of any strategic acquisition depends, in part, on our ability to successfully combine the acquired business and assets with our business and our ability to successfully manage the assets so acquired. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers and employees or to achieve the anticipated benefits of an acquisition. Successful integration may also be hampered by any differences between the operations and corporate culture of the two organizations. Additionally, general market and economic conditions may inhibit our successful integration of any business. If we experience difficulties with the integration process, the anticipated benefits of an acquisition may not be realized fully, or at all, or may take longer to realize than expected. Finally, any cost savings that are realized may be offset by losses in revenues from the acquired business, any assets or operations disposed of in connection therewith or otherwise, or charges to earnings in connection with such acquisitions.
Summer Jam is highly sensitive to public tastes and is dependent on our ability to secure popular artists, and our ticketing revenue can be impacted by changes in consumer preferences.
Our business is highly sensitive to rapidly changing public tastes and is dependent on the availability of popular artists. Summer Jam depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to create and perform at live music events, any unwillingness or lack of availability of popular artists could limit our ability to generate revenue. In particular, there are a limited number of artists that can headline or who can sell out larger venues,
16
which we rent. Accordingly, our ticket sales success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.
In addition, artists are booked four to eight months in advance of the beginning of the tour and we often agree to pay an artist a fixed guaranteed amount prior to our receiving any revenue. Therefore, if the public is not receptive, or an artist cancels, we may incur a loss depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue we could have earned at booked venues. Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our events, which would adversely affect our business, financial condition and results of operations.
We are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. Investors in our Class A common stock will not have the same protections afforded to shareholders of companies that are subject to such requirements.
As of December 31, 2025, SG Broadcasting controlled approximately 68.7% of the outstanding voting interests of MediaCo through its ownership of MediaCo Class B common stock. Because of the voting power of SG Broadcasting, we are considered a “controlled company” for purposes of Nasdaq requirements. As such, we are exempt from certain corporate governance requirements of Nasdaq, including the requirements that:
•a majority of the board of directors consist of independent directors,
•we have a Nominating and Corporate Governance Committee that is composed entirely of independent directors, and
•we have a Compensation Committee that is composed entirely of independent directors.
Currently, MediaCo does have a majority of independent directors and the Compensation Committee does consist entirely of independent directors; however, we do not have a Nominating and Corporate Governance Committee. MediaCo could choose to take advantage of the exemptions relating to the board and the Compensation Committee. Accordingly, investors in our Class A common stock would not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq's corporate governance requirements.
We must respond to the rapid changes in technology, services and standards that characterize the broadcasting industry in order to remain competitive, and changes in technology may increase the risk of material intellectual property infringement claims.
The broadcasting industry is subject to rapid technological changes, evolving industry standards and the emergence of competition from new technologies and services. We cannot assure that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Various media technologies and services that have been developed or introduced include:
•satellite-delivered program services, which have resulted in subscriber-based satellite services with numerous niche formats;
•audio and video programming by cable systems, direct-broadcast satellite systems, Internet streaming providers and other digital formats, including podcasts;
•personal digital audio devices;
•HD Radio®, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and
•low-power FM radio, which could result in additional FM radio broadcast outlets.
New media has resulted in fragmentation in the audio and video advertising markets, but we cannot predict the impact that additional competition arising from new technologies may have on the broadcasting industry or on our financial condition and results of operations.
A number of automakers are introducing more advanced, interactive dashboard technology including the introduction of technologies like Apple CarPlay and Google Android Auto that enable vehicle entertainment systems to more easily interface with a consumer’s smartphone and include alternative audio entertainment options.
Programmatic buying, which enables an advertiser to purchase advertising inventory through an exchange or other service and bypass the traditional personal sales relationship, has become widely adopted in the purchase of digital advertising and is an emerging trend in the broadcast industry. We cannot predict the impact programmatic buying may have on the industry or our financial condition and results of operations.
Additionally, technological advancements in the operation of broadcast stations and related businesses have increased the number of patent and other intellectual property infringement claims brought against broadcasters. While MediaCo has not historically been subject to material patent and other intellectual property claims and takes certain steps to limit the likelihood of, and exposure to, such claims, no assurance can be given that material claims will not be asserted in the future. Alternative or new technologies, including artificial intelligence technologies, may be developed that provide services superior to those available from us, which may adversely affect our business. Failure to provide these services or to upgrade to new technologies on a timely basis and at an
17
acceptable cost, or to secure any necessary regulatory approvals to roll out such new technologies on a timely basis, all could have a material adverse effect on our ability to compete with carriers in our markets and may expose us to additional risks. For example, failure to implement the right artificial intelligence technologies could lead to poor customer experience or brand damage. Any problems with our implementation or use of artificial intelligence or other technological advancements could also negatively impact our business or results of our operations.
We use artificial intelligence ("AI") in our business, and challenges in managing its use could result in reputational harm, competitive disadvantage, legal liability, and adverse effects on our results of operations.
AI solutions are increasingly integrated into our business operations and are expected to become even more important to our operations over time. Our competitors or other third parties may adopt AI more quickly or more effectively than we do, which could impair our ability to compete and negatively impact our results of operations. Additionally, if our AI-generated content, analyses, search results, or recommendations are, or are alleged to be, inaccurate, biased, infringing, harmful, or otherwise deficient, our business, reputation, financial condition, and results of operations could be adversely affected.
AI also raises emerging ethical and legal challenges, including issues related to the use of copyrighted material and potential violations of name, image, and likeness rights. If our use of AI becomes controversial, we could face brand or reputational harm, competitive disadvantage, or legal liability. In addition, the rapid evolution of AI will require significant resources to develop, test and maintain our platforms, offerings, services, and features to help us ensure responsible implementation and to minimize unintended, harmful impacts.
The legal and regulatory framework for AI technologies is also evolving rapidly and uncertain. Federal, state, and foreign governments and authorities have introduced or are currently considering laws and regulations governing AI. Existing laws and regulations may be interpreted in ways that impact our use of AI, and industry standards and best practices remain unsettled. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. We cannot predict the impact that future laws, regulations, standards, or market expectations may have on our business. Compliance costs could be significant and may increase our operating expenses, including through imposing additional AI reporting obligations. Any such increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.
Our business depends heavily on maintaining our FCC licenses. We could be prevented from operating a station if we fail to maintain its licenses.
The broadcasting industry is subject to extensive and changing regulation. The Communications Act and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses. The filing of petitions or complaints against FCC licensees could result in the FCC delaying the grant of, or refusing to grant, its consent to the renewal, assignment, or transfer of control of licenses. In certain circumstances, the Communications Act and FCC rules and policies will operate to impose limitations on foreign ownership and voting of our common stock. There can be no assurance that there will not be changes in the current regulatory scheme, imposition of additional regulations, or the creation of new regulatory bodies, which changes could restrict or curtail our ability to acquire, operate and dispose of stations or, in general, to compete profitably with other operators of media properties.
Each of our stations operates pursuant to one or more licenses issued by the FCC. Under FCC rules, broadcast licenses are normally granted for a term of eight years. Our most recent broadcast license renewal applications were granted for such a term. While we are not aware of facts or circumstances that would prevent us from having our current licenses renewed in the future, third parties could challenge our renewal applications and there can be no assurance that the licenses will be renewed or that renewals will not include conditions or qualifications that could adversely affect our business and operations. Failure to obtain the renewal of any of our broadcast licenses would likely have a material adverse effect on our business and operations. In addition, if we or any of our officers, directors or significant shareholders materially violates the FCC’s rules and regulations or the Communications Act, is convicted of a felony or is found to have engaged in unlawful anticompetitive conduct or fraud upon a government agency, the FCC may, in response to a petition from a third party or on its own initiative, commence a proceeding to impose sanctions upon us which could involve the imposition of monetary fines, the revocation of our broadcast licenses or other sanctions.
We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs.
One of our most significant costs is the purchase of television programming. If a particular program is not sufficiently popular among audiences in relation to the cost we pay for such program, we may not be able to sell enough related advertising time for us to recover the costs we pay to broadcast the program. We also must usually purchase programming several years in advance, and we may have to commit to purchase more than one year’s worth of programming, resulting in the incurrence of significant costs in advance of our receipt of any related revenue. We may also replace programs that are performing poorly before we have recaptured any significant portion of the costs we incurred in obtaining such programming or fully expensed the costs for financial reporting purposes. Any of these factors could reduce our revenues, result in the incurrence of impairment charges, or otherwise cause our costs to escalate relative to revenues.
18
We disseminate large amounts of content to the public. An ill-conceived or mistimed on-air statement or social media post could have a material adverse effect on our business.
The FCC’s rules prohibit the broadcast of obscene material at any time and prohibit broadcasting indecent material between the hours of 6 a.m. and 10 p.m. local time. Broadcasters face the risk of being found to have violated the prohibition on the broadcast of indecent material because of the FCC’s broad definition of such material, coupled with the spontaneity of live programming.
Congress has dramatically increased the penalties for broadcasting obscene, indecent or profane programming and broadcasters can potentially face license revocation or non-renewal in the event that they broadcast such material (in the case of indecency, when such material is broadcast outside the permitted window). In addition, the FCC’s heightened focus on indecency, against the broadcast industry generally, may encourage third parties to oppose our license renewal applications or applications for consent to acquire broadcast station licenses. As a result of these developments, we have implemented certain measures that are designed to reduce the risk of broadcasting indecent material that would violate the FCC’s rules. These and other future modifications to our programming in an effort to reduce the risk of indecency violations could have an adverse effect on our competitive position.
Even statements or social media posts that do not violate the FCC’s indecency rules could offend our audiences and advertisers or infringe the rights of third parties, resulting in a decline in ratings, a loss in revenues, a challenge to our broadcast licenses, or extended litigation. While we maintain insurance covering some of these risks, others are effectively uninsurable and could have a material adverse effect on our financial condition and results of operations.
Misalignment with public and consumer taste and preferences could negatively impact advertising demand and profitability of our business.
Our business creates content for our target audiences. Our business relies on an alignment between our brands and our audience taste and preferences through the distribution of content over-the-air and digitally. If the alignment between our brands and our audience shifts, then we might experience a shift in advertising revenue and categories.
Changes in current Federal regulations could adversely affect our business operations.
Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, affect the profitability of our broadcast stations or our ability to acquire additional stations. In particular, Congress is considering a revocation of radio's exemption from paying royalties to performing artists for broadcast of their recordings (stations already pay a royalty to songwriters). A requirement to pay additional royalties could have a material and adverse effect on our financial condition and results of operations.
Our business strategy and our ability to operate profitably depend on the continued services of our key employees, the loss of whom could have a material adverse effect on our business.
Our success depends in large part upon the leadership and performance of our media management teams and other key personnel. Operating as an independent public company demands a significant amount of time and effort from our management and other personnel and may give rise to increased turnover. If we lose the services of members of our management team or other key personnel, we may not be able to successfully manage our business or achieve our business objectives.
We need to continue to attract and retain qualified key personnel in a highly competitive environment. Our ability to attract, recruit and retain such talent will depend on a number of factors, including the hiring practices of our competitors, the performance of our developing business programs, our compensation and benefits, and economic conditions affecting our industry generally. Our media personnel includes several on-air personalities and hosts of syndicated programs with large and loyal audiences in their respective broadcast areas. These on-air personalities are sometimes significantly responsible for the ranking of a station and, thus, the ability of the station to sell advertising. Such on-air personalities or other key individuals may not remain with our stations and we may not retain their audiences, which could affect our competitive position. If we cannot effectively hire and retain qualified employees, our business, prospects, financial condition and results of operations could suffer.
19
We have recognized, and could continue to recognize, impairment charges on our goodwill and broadcast licenses. Any such future charges could adversely impact our results of operations.
As of December 31, 2025, our intangible assets comprised 62% of our total assets. During 2025, we recognized non-cash impairment charges of $3.2 million related to the annual testing of our FCC licenses. Also, during the year ended December 31, 2025, we recognized non-cash impairment charges of $19.9 million related to impairment of goodwill for our audio segment. No impairment was recognized during 2024 related to our intangible assets.
Not less than annually, and more frequently if necessary, we are required to evaluate our goodwill and broadcast licenses to determine if the estimated fair value of these intangible assets is less than book value. If the estimated fair value of these intangible assets is less than book value, we will be required to record additional non-cash expense to write down the book value of the intangible asset to the estimated fair value. We cannot make any assurances that any required impairment charges in the future will not have a material adverse effect on our statement of operations.
Our operating results have been and may again be adversely affected by acts of war, a global health crisis, terrorism and natural catastrophes.
Acts of war and terrorism against the United States, and the country’s response to such acts, may negatively affect the U.S. advertising market, which could cause our advertising revenues to decline due to advertising cancellations, delays or defaults in payment for advertising time, and other factors. In addition, these events may have other negative effects on our business, the nature and duration of which we cannot predict.
For example, after the September 11, 2001 terrorist attacks, we decided that the public interest would be best served by the presentation of continuous commercial-free coverage of the unfolding events on our stations. This temporary policy had a material adverse effect on our advertising revenues and operating results for the month of September 2001. Similarly, the COVID-19 pandemic caused severe trauma to our business during 2020 and the years following, with advertisers pulling advertisements and events like Summer Jam being canceled. Future events like those of September 11, 2001, or the COVID-19 pandemic, may have a material adverse effect on our advertising revenues and operating results.
Additionally, the attacks on the World Trade Center on September 11, 2001 resulted in the destruction of the transmitter facilities that were located there. Although we had no transmitter facilities located at the World Trade Center, broadcasters that had facilities located in the destroyed buildings experienced temporary disruptions in their ability to broadcast. Since we tend to locate transmission facilities for stations serving urban areas on tall buildings or other significant structures, such as the Empire State Building in New York, further terrorist attacks or other disasters could cause similar disruptions in our broadcasts in the areas affected. If these disruptions occur, we may not be able to locate adequate replacement facilities in a cost-effective or timely manner or at all. Failure to remedy disruptions caused by terrorist attacks or other disasters and any resulting degradation in signal coverage could have a material adverse effect on our business and results of operations.
Similarly, hurricanes, floods, tornadoes, earthquakes, wildfires and other natural disasters can have a material adverse effect on our operations in any given market. While we generally carry insurance covering such catastrophes, we cannot be sure that the proceeds from such insurance will be sufficient to offset the costs of rebuilding or repairing our property or the lost income.
20
Our business is dependent upon the proper functioning of our internal business processes and information systems. The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls.
The proper functioning of our internal business processes and information systems is critical to the efficient operation and management of our business. If these information technology systems fail or are interrupted, our operations may be adversely affected and operating results could be harmed. Our business processes and information systems need to be sufficiently scalable to adapt to the size of our business and may require modifications or upgrades that expose us to a number of operational risks. Our information technology systems, and those of third party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control. These include catastrophic events, power anomalies or outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic intrusions, unauthorized access and cyber-attacks. Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition and results of operations.
We and our business partners maintain significant amounts of data electronically in various locations. This data relates to all aspects of our business, including certain customer, consumer, supplier, partner and employee data. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion, cyber-attacks or tampering that could compromise the integrity and privacy of this data. In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protection of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, and could have a material adverse effect on our financial condition and results of operations.
We may not be successful in identifying any additional suitable acquisition or investment opportunities.
As part of our business strategy, we may pursue acquisitions or other investment opportunities. However, there is no assurance that we will be successful in identifying or consummating any suitable acquisitions and certain acquisition opportunities may be limited or prohibited by applicable regulatory regimes. Even if we do complete acquisitions or business combinations, there is no assurance that any of them will be of value in enhancing our business or our financial condition. In addition, our ongoing activities could divert a substantial amount of our management time and may be difficult for us to integrate, which could adversely affect management's ability to identify and consummate other investment opportunities. The failure to identify or successfully integrate future acquisitions and investment opportunities could have a material adverse effect on our results of operations and financial condition.
Because we face significant competition for acquisition and investment opportunities, it may be difficult for us to fully execute our business strategy. We expect to encounter intense competition for acquisition and investment opportunities from both strategic investors and other potential competitors, such as private investors (which may be individuals or investment partnerships), blank check companies, and other entities, domestic and international, competing for the type of businesses that we may intend to acquire. Many of these competitors possess greater technical, human and other resources, or more local industry knowledge, or greater access to capital, than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. These factors may place us at a competitive disadvantage in successfully completing future acquisitions and investments.
In addition, while we believe that there are numerous target businesses that we could potentially acquire or invest in, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing acquisition and investment opportunities.
Certain acquisitions, such as radio and television stations, are subject to the approval of the FCC and potentially, other regulatory authorities, such as the DOJ. The need for FCC and other regulatory approvals could restrict our ability to consummate future transactions and potentially require us to divest certain stations or businesses if the FCC or other regulatory authority believes that a proposed acquisition would result in excessive concentration in a market, even if the proposed combinations may otherwise comply with FCC ownership limitations or other regulations. There can be no assurance that future acquisitions will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction.
21
Future acquisitions or investments, or similar strategic transactions, could involve unknown risks that could harm our business and adversely affect our financial condition.
We may make acquisitions, or engage in other similar strategic transactions, in a variety of industries and market sectors including but not limited to the media industry. Future acquisitions that we consummate will involve unknown risks, some of which will be particular to the industry in which the acquisition target operates. We may be unable to adequately address the financial, legal and operational risks raised by such acquisitions, especially if we are unfamiliar with the industry in which we invest. The realization of any unknown risks could prevent or limit us from realizing the projected benefits of the acquisitions, which could adversely affect our financial condition and liquidity. In addition, our financial condition and results of operations will be subject to the specific risks applicable to any company in which we invest.
The FCC’s ownership restrictions limit our ability to own and operate multiple television or radio stations.
The FCC’s ownership rules generally prohibit us from acquiring an “attributable interest” in television stations located in markets containing more than 39% of the nation’s television households (as calculated by the FCC, including through application of the 50% “UHF Discount” for UHF television stations), and in two television stations located in the same market unless the stations’ signal contours do not overlap or at least one of the stations is not ranked among the top-four stations in the market (the “top-four” prohibition).
In December 2023, the FCC adopted two modifications to the top-four prohibition that make it more restrictive. These rule changes took effect in March 2024. First, the FCC extended the top-four prohibition to include low power television (“LPTV”) stations and multicast streams. As a result of this change, a top-four television station licensee is prohibited from acquiring the network-affiliation of another top-four station in its market and then placing that programming on one of its own multicast streams or on a commonly owned LPTV station in that market. Existing combinations are grandfathered, but may not be transferred or assigned unless the FCC makes a case-by-case ruling that transfer or assignment of the combination is in the public interest. Second, the FCC modified its methodology for determining a station’s audience share for purposes of the top-four prohibition (and failing station waiver requests) to (i) consider audience share data over a 12-month period immediately preceding the date the application is filed, (ii) expanding the relevant daypart for audience share data, and (iii) requiring the inclusion of audience share data for all free-to-consumer, non-simulcast multicast streams when making the top-four calculation.
With regard to radio, the FCC’s local radio ownership rule limits the number of commercial radio stations in a radio market in which a person or entity may hold an attributable interest based on the number of radio stations in that market:
•if the market has 45 or more radio stations, one entity may hold an attributable interest in up to eight stations, not more than five of which may be in the same service (AM or FM);
•if the market has between 30 and 44 radio stations, one entity may may hold an attributable interest in up to seven stations, not more than four of which may be in the same service;
•if the market has between 15 and 29 radio stations, one entity may may hold an attributable interest in up to six stations, not more than four of which may be in the same service; and
•if the market has 14 or fewer radio stations, one entity may may hold an attributable interest in up to five stations, not more than three of which may be in the same service; however one entity may not hold an attributable interest in more than 50% of the stations in the market.
Because the FCC reviews applications for assignment or transfer of control of a broadcast station license to determine whether the proposed transaction complies with its rules and is in the public interest, each proposed broadcast transaction must comply with the above ownership restrictions (or obtain a waiver of them) and demonstrate that approval of the transaction is in the public interest. As a result, we cannot predict whether the FCC will approve a proposed transaction, and our ability to expand through additional station acquisitions or through agreements that create attributable interests in non-owned stations may be constrained.
We have engaged in restructuring activities in the past and may implement further restructurings in the future and our restructuring efforts may not be successful or generate expected cost savings.
We actively seek to adapt our cost structure to the changing economics of the industry and to take advantage of the investments we have made in new technologies to build an operating infrastructure that provides better quality and newer products and delivers new cost efficiencies. There can be no assurance that we will be successful in upgrading our systems and processes effectively or on the timetable and at the costs contemplated, or that we will achieve the expected long-term cost savings.
We may implement further restructuring activities, make additions, reductions or other changes to our management or workforce based on other cost reduction measures or changes in the markets and industry in which we compete. Restructuring activities can create unanticipated consequences and negative impacts on the business, and we cannot be sure that any ongoing or future restructuring efforts will be successful or generate expected cost savings.
22
Risks Related to Indebtedness:
The terms of any future indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.
Any future long-term debt instruments may impose significant operating and financial restrictions on us. These restrictions will likely significantly limit or prohibit, among other things, our ability to incur additional indebtedness, pay dividends on securities, incur liens, enter into asset purchase or sale transactions, merge or consolidate with another company, dispose of our assets or make certain other payments or investments.
These restrictions may limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs. They also could restrict our corporate activities in other ways and could adversely affect our ability to finance our future operations or capital needs.
To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
Our First Lien Term Loan and Second Lien Term Loan require monthly interest payments during the term of such indebtedness. Our ability to make payments on indebtedness and to fund capital expenditures will depend on our ability to generate cash in the future. This ability to generate cash, to a certain extent, will be subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our businesses might not generate sufficient cash flow from operations. We might not be able to complete future offerings, and future borrowings might not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.
While we intend to refinance such indebtedness on a long-term basis, there can be no assurance that we will be able to refinance any maturing indebtedness, that such refinancing would be on terms as favorable as the terms of the maturing indebtedness, or that we will be able to otherwise obtain funds by selling assets or raising equity to make required payments on maturing indebtedness.
Risks Related to our Common Stock:
SG Broadcasting possesses significant voting interest with respect to our outstanding common stock, which limits the influence on corporate matters by a holder of MediaCo Class A common stock.
As of December 31, 2025, SG Broadcasting held approximately 68.7% of the voting interests of our outstanding common stock on a fully diluted basis. Accordingly, SG Broadcasting has the ability to significantly influence our management and affairs through the election and removal of our board of directors and all other matters requiring shareholder approval unless a separate vote of the MediaCo Class A common stock is required by our articles of incorporation or Indiana law, including any future merger, consolidation or sale of all or substantially all of our assets. This concentrated voting interest could also discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise be beneficial to our shareholders. Furthermore, this concentrated control limits the practical effect of the influence by holders of MediaCo Class A common stock over our business and affairs, through any shareholder vote or otherwise. Accordingly, the effects of any of the above could depress the price of MediaCo Class A common stock.
Standard General’s interests may conflict with those of other shareholders.
SG Broadcasting, a company wholly owned by funds managed by Standard General, beneficially owns shares representing approximately 68.7% of the outstanding combined voting power of all classes of our common stock. Therefore, SG Broadcasting is in a position to exercise substantial influence over the outcome of most matters submitted to a vote of our shareholders, including the election of a majority of our directors, the determination to engage in a merger, acquisition or disposition of a material amount of assets, or otherwise.
If we are not able to comply with the applicable continued listing requirements or standards of The Nasdaq Stock Market LLC, Nasdaq could delist our Class A common stock, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
If we are not able to comply with the applicable continued listing requirements or standards of The Nasdaq Stock Market LLC, Nasdaq could delist our Class A common stock, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
MediaCo’s Class A common stock is listed on Nasdaq under the ticker symbol “MDIA”. We may not be able to meet the continued listing requirements of Nasdaq, which require, among other things, a minimum closing price of MediaCo Class A common stock, a minimum market capitalization and minimum shareholders' equity.
On December 19, 2025, the Company received a deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department notifying the Company that, based upon the closing bid price of the Company’s Class A common stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00
23
per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
The Notice has no immediate effect on the continued listing status of our Class A common stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until June 17, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of our Class A common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to June 17, 2026. If the Company is not in compliance with the Minimum Bid Requirement by June 17, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. The Company would then be afforded the second 180 calendar day period to regain compliance, unless it does not appear to Nasdaq that it is possible for the Company to cure the deficiency.
If we are unable to satisfy the requirements of Nasdaq for continued listing, MediaCo Class A common stock would be subject to delisting from that market, and we might or might not be eligible to list our shares on another market. Such delisting could negatively impact us by, among other things, having an adverse impact on the trading and reducing the liquidity and market price of our Class A common stock.
Our By-Laws designate the Circuit or Superior Courts of Marion County, Indiana, or the United States District Court for the Southern District of Indiana in a case of pendant jurisdiction, as the exclusive forum for certain litigation that may be initiated by holders of shares of MediaCo, which would discourage lawsuits against us and our director and officers.
Pursuant to our By-laws, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the Circuit or any Superior Court of Marion County Indiana, or the United States District Court for the Southern District of Indiana in a case of pendent jurisdiction, shall be the sole and exclusive forum for:
•any derivative action or proceeding brought on behalf of the Company,
•any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of MediaCo to the Company or the holders of shares of MediaCo,
•any action asserting a claim arising pursuant to any provision of the Indiana Business Corporation Law (the “IBCL”), the Articles of Incorporation or the By-laws, or
•any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants.
Though Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations under it, the Company intends for this forum selection provision to apply to the fullest extent permitted by law, including to actions or claims arising under the Securities Act. While holders of shares of MediaCo cannot waive compliance with the federal securities laws and the rules and regulations under it, and therefore the forum selection provision does not apply to claims arising under the Exchange Act or the rules and regulations under it, this forum selection provision may limit the ability of holders of shares of MediaCo to bring a claim arising in other instances in a judicial forum that they find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against the Company and/or our directors and officers. Alternatively, if a court outside of the State of Indiana were to find this forum selection provision inapplicable to, or unenforceable in respect of, one or more of the types of actions or claims described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could harm our business, prospects, financial condition and results of operations.
We are a “smaller reporting company” and we cannot be certain whether the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
We are a smaller reporting company because the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30 and our annual revenue was less than $100.0 million during the most recently completed fiscal year. We may continue to qualify as a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30.
As a smaller reporting company we are permitted to take advantage of certain exemptions from reporting and disclosure requirements, including exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30. Also, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure obligations regarding executive compensation in this Annual Report on Form 10-K, as well as in our periodic reports and proxy statements. We cannot predict whether investors will find MediaCo Class A common stock
24
less attractive because we may rely on these exemptions. If some investors find MediaCo Class A common stock less attractive as a result, there may be a less active trading market for MediaCo Class A common stock, and its stock price may be lower or more volatile.
Material weaknesses in our internal control over financial reporting could result in material misstatements in our financial statements not being prevented or detected, which could affect investor confidence in the accuracy and completeness of our financial statements and could negatively impact our stock price and financial condition.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act. As a smaller reporting company and a non-accelerated filer, we are permitted to take advantage of certain reduced reporting requirements that apply to these filer categories, and as a result, we are not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. Management is nevertheless required to make an annual assessment of internal controls over financial reporting pursuant to Section 404(a), including the disclosure of any material weaknesses identified by management in internal control over financial reporting.
As described in Part II, Item 9A — “Controls and Procedures”, management has identified a material weakness in the Company's internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The Company has developed a remediation plan to address the identified material weakness. If the Company’s remediation efforts are insufficient or if additional material weaknesses in internal control over financial reporting are discovered or occur in the future, the Company's consolidated financial statements may contain material misstatements and it could be required to revise or restate its financial results, which could materially and adversely affect the Company’s business, results of operations and financial condition, restrict its ability to access the capital markets, require it to expend significant resources to correct the material weaknesses, subject it to fines, penalties, or judgments, harm its reputation, or otherwise cause a decline in investor confidence.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
Cybersecurity is an integral part of our enterprise risk management program. Material cybersecurity risks are identified, assessed, and prioritized alongside financial, operational, and strategic risks. Findings from risk assessments, audits, and testing are incorporated into enterprise risk reporting, and remediation plans are aligned with our overall risk management approach. The Audit Committee of the Board oversees cybersecurity risk and receives regular updates from senior managment on material risks and mitigation efforts.
See the section titled Item 1A. Risk Factors, including “Our business is dependent upon the proper functioning of our internal business processes and information systems. The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls,” for additional information about the risks from cybersecurity threats that may materially affect our business.
25
ITEM 2. PROPERTIES.
The types of properties required to support our radio stations include offices, studios and transmitter/antenna sites. We lease the majority of our studio and office spaces. Our studios and principal executive offices are housed within offices in Burbank, CA and Manhattan, NY. We lease our studios and offices in Burbank, CA, under a Master Lease Agreement that expires in October 2039. We lease our studios and offices in Manhattan, NY, under an agreement that also expires in October 2039. In addition we own or lease other, smaller properties used for studios and transmitter and antenna sites.
The transmitter/antenna site for each station is generally located so as to provide maximum market coverage, consistent with the station's FCC license. In general, we do not anticipate difficulties in renewing the transmitter/antenna site leases or in leasing additional space or sites if required.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. From time to time, we may be subject to various legal proceedings and claims, which may have a material adverse effect on our financial position or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
26
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information for our Common Stock
MediaCo’s Class A common stock is quoted on the Nasdaq Capital Market under the symbol MDIA. There is no established public trading market for MediaCo’s Class B common stock or Series A convertible preferred stock.
Holders
At March 31, 2026, there were 213 shareholders of record of the Class A common stock, and there was one shareholder of record of the Class B common stock. These figures do not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Dividends
MediaCo currently intends to retain future earnings for use in its business and has no plans to pay any dividends on shares of its common stock in the foreseeable future.
Share Repurchases
The following table provides information relating to the shares of Class A common stock we purchased during the quarter ended December 31, 2025:
| Period | Total Number of Shares Purchased | Weighted Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||||||||||||
| October 1, 2025 – October 31, 2025 | — | $ | — | — | $ | 1,000,029 | ||||||||||||||||||||
| November 1, 2025 – November 30, 2025 | — | $ | — | — | $ | 1,000,029 | ||||||||||||||||||||
| December 1, 2025 – December 31, 2025 | — | $ | — | — | $ | 1,000,029 | ||||||||||||||||||||
| Total | — | $ | — | — | ||||||||||||||||||||||
ITEM 6. [RESERVED]
None.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
GENERAL
The following discussion pertains to MediaCo Holding Inc. and its subsidiaries (collectively, “MediaCo” or the “Company”).
We own and operate two radio stations located in New York City, which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its eight free ad-supported television (“FAST”) channels - EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales. See Note 3 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition.
We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales are the primary component of our consolidated revenues. These rates are in large part based on our stations’ ability to attract audiences in demographic groups targeted by their advertisers. The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™ as well as providing television programming ratings services for the EstrellaTV network and the Estrella variable interest entity (“VIE”) local television stations. Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.
27
Our revenues vary throughout the year. Revenue and operating income are usually lowest in the first calendar quarter, partly because retailers cut back their advertising spending immediately following the holiday shopping season.
In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations. These barter transactions are recorded at the estimated fair value of the product or service received. We generally confine the use of such trade transactions to promotional items or services for which we would otherwise have paid cash. In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.
The following table summarizes the sources of our revenues for the years ended December 31, 2025 and 2024. The category “Other” includes, among other items, revenues related to network revenues and barter.
| Year ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Spot Radio & TV Advertising | $ | 67,123 | 50.3 | % | $ | 61,158 | 64.0 | % | |||||||||||||||
| Digital | 57,085 | 42.8 | % | 20,291 | 21.2 | % | |||||||||||||||||
| Syndication | 2,348 | 1.8 | % | 2,917 | 3.1 | % | |||||||||||||||||
| Events and Sponsorships | 1,141 | 0.9 | % | 3,617 | 3.8 | % | |||||||||||||||||
| Other | 5,640 | 4.2 | % | 7,588 | 7.9 | % | |||||||||||||||||
| Total net revenues | $ | 133,336 | $ | 95,571 | |||||||||||||||||||
Roughly 20% of our expenses varies in connection with changes in revenue. These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt. Our costs that do not vary as much in relation to revenue are mostly in our programming and general and administrative departments, such as talent costs, rating fees, rents, utilities and salaries. Lastly, our costs that are highly discretionary are costs in our marketing and promotions department, which we primarily incur to maintain and/or increase our audience and market share.
KNOWN TRENDS AND UNCERTAINTIES
The U.S. traditional radio and television broadcasting industries are mature industries and their growth rates have stalled. Management believes this is principally the result of two factors: (i) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio, television and other traditional media and created a proliferation of advertising inventory and (ii) the fragmentation of the radio and television audiences and time spent listening and viewing caused by satellite radio, audio and video streaming services, and podcasts has led some investors and advertisers to conclude that the effectiveness of broadcast advertising has diminished.
Our network and stations have aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by capitalizing on the rapidly growing FAST marketplace through several operated channels, creating highly interactive direct-to-consumer (“D2C”) apps and websites with content that engages our audience and harnessing the power of digital video on our D2C platforms, YouTube, and connected TV publishers, vMVPDs and OEMs.
As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths. We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so. As part of the Estrella Acquisition integration, we developed a plan to close and relocate certain studio and marketing operations. In fulfilling this plan, we incurred involuntary termination costs of $1.6 million and $1.4 million for the years ended December 31, 2025 and 2024, respectively, included in operating expenses excluding depreciation and amortization on our consolidated statements of operations included elsewhere in this report.
MediaCo has been adversely affected by rising interest rates in the financial markets, creating uncertainty around our variable-rate First Lien Term Loan and Second Lien Term Loan. Although the Federal Reserve reduced its benchmark federal funds rate several times in 2024 and 2025, it anticipates only modest additional easing in 2026 reflecting continued uncertainty about inflation and labor market dynamics. While the Federal Reserve has expressed an expectation that interest rates may decline further over time, future monetary policy decisions will remain data dependent. Accordingly, there can be no assurance that the Federal Reserve will continue to lower rates, or that it will not increase the federal funds rate in the future if inflation or other economic conditions warrant.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting policies are defined as those that encompass significant judgments and uncertainties, and potentially derive materially different results under different assumptions and conditions. We believe that our critical accounting policies are those described below.
28
Asset Impairment
Goodwill
Goodwill impairment is assessed at the reporting unit level by comparing the fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, an impairment charge is recognized for the amount of the excess in the statement of operations. Fair value is generally estimated using a combination of an income approach and a market approach. Under the income approach, fair value is estimated using a discounted cash flow methodology based on projected future operating results. Under the market approach, fair value is estimated by applying appropriate market multiples derived from comparable companies or transactions to the reporting unit’s financial metrics.
Goodwill is reviewed for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company performs its annual impairment assessment as of October 1. As of October 1, 2025, the Company performed a qualitative assessment for its audio and video reporting units and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount. Due to a significant decline in the Company’s stock price during the fourth quarter of 2025, the Company identified a triggering event and performed quantitative impairment tests as of December 31, 2025 for both reporting units. Based on the quantitative testing, the Company determined that the fair value of the audio reporting unit was less than its carrying amount and recorded a goodwill impairment charge of $19.9 million; no impairment was identified for the video reporting unit. We estimated the reporting unit’s fair value on a going concern basis in the context of a potential asset sale transaction based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which based the valuation on earnings multiples of comparable publicly traded digital media businesses.
The goodwill impairment assessment requires significant management judgment, particularly in estimating the fair value of reporting units and developing forecasts of future operating results used in discounted cash flow analyses. Key assumptions used in these analyses include projected future cash flows, revenue and profitability measures such as EBITDA, long-term growth rates, and the weighted-average cost of capital used to determine discount rates. These assumptions are based on historical performance, expected market conditions, industry trends, and other factors management believes are reasonable under the circumstances.
The estimated fair value of the Company’s reporting units is sensitive to changes in key assumptions, including projected cash flows, long-term growth rates, and discount rates. As of December 31, 2025, the audio reporting unit was fully written down to its estimated fair value of zero. In contrast, the video reporting unit’s estimated fair value exceeded its carrying amount of $8.4 million by 11.1%, making it less sensitive to reasonably possible changes in key assumptions. While decreases in projected cash flows or growth rates, or increases in discount rates, would reduce estimated fair values, the extent of such changes would need to be significant to result in impairment for the video reporting unit. Because these assumptions are interrelated, changes in one may be accompanied by changes in others, and the combined effect could be material. Actual results may differ materially from the assumptions used in the Company’s impairment assessments.
Below are some of the key assumptions used in our quantitative impairment assessment which utilizes a combination of an income approach and a market approach as of December 31, 2025:
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Audio | Video | ||||||||||||||||||||||||||||||||||
| Discount Rate | 12.9 | % | 11.4 | % | |||||||||||||||||||||||||||||||
| Long-term Revenue Growth Rate | 0.6 | % | 1.2 | % | |||||||||||||||||||||||||||||||
Long-lived Assets
We evaluate the carrying value of our long-lived assets, including both intangible and tangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.
Impairment of long-lived assets is evaluated by comparing the projected undiscounted cash flows expected to be generated by the asset or asset group to its carrying value. If the carrying value exceeds the projected undiscounted cash flows, the asset or asset group is considered not recoverable and an impairment loss is recognized for the amount by which the carrying value exceeds fair value, which is generally determined using a discounted cash flow analysis. Following recognition of an impairment loss, the asset’s carrying value is adjusted accordingly.
The impairment assessment process requires significant management judgment, particularly in estimating projected undiscounted cash flows used in the recoverability assessment and, when required, the fair values of asset groups and in developing forecasts of future operating results used in undiscounted and, when applicable, discounted cash flow analyses. Key assumptions used in these analyses include projected future cash flows, revenue and profitability measures such as EBITDA, long-term growth rates, and when applicable, the weighted-average cost of capital used to determine discount rates. These assumptions are based on historical performance, expected market conditions, industry trends, and other factors management believes are reasonable under the circumstances.
The estimated fair values of our reporting units and long-lived assets are sensitive to changes in these key assumptions when a fair value analysis is required. Holding other assumptions constant, a decrease in projected cash flows or long-term growth rates, or an increase in discount rates, would reduce estimated fair values and could result in impairment charges. Conversely, improvements in
29
operating performance, higher growth rates, or a reduction in discount rates would increase estimated fair values and reduce the likelihood of impairment. As the recoverability test for the current period was satisfied based on projected undiscounted cash flows, a fair value analysis was not required. Given the significant excess of projected undiscounted cash flows over carrying amount for these long-lived asset groups, the risk of impairment is limited, and reasonably possible changes in key assumptions are unlikely to result in impairment. While increases in discount rates or decreases in projected future cash flows would reduce estimated fair values, such changes would need to be substantial before the fair values would approach or fall below their carrying amounts. Because the assumptions used in our impairment analyses are interrelated, changes in one assumption may be accompanied by changes in others, and the combined impact of such changes creates a heightened risk that we could be required to record additional non-cash impairment charges, which could be material to our consolidated results of operations. Actual results may differ materially from the assumptions used in our impairment assessments.
Indefinite-lived Intangible Assets
As of December 31, 2025 and 2024, we have approximately $162.8 million and $166.0 million, respectively, recorded for FCC licenses, which represented approximately 56% and 51%, respectively, of our total assets. We would not be able to operate our TV and radio stations without the related FCC license for each property. FCC broadcast licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, each of our FCC licenses has been renewed at the end of its respective period, and we expect that each FCC license will continue to be renewed in the future. We consider our FCC licenses to be indefinite-lived intangibles.
We do not amortize indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. Under Accounting Standards Codification (“ASC”) 350-30, each FCC broadcast license is generally considered a separate unit of account for impairment testing. The Company evaluates each individual broadcast license as its own unit of account unless licenses are operated together as a single, inseparable revenue-producing asset. The Company treats each FCC license as a separate unit of account except for its two New York stations, which are simulcast and operate as a single revenue-producing asset. These two licenses are therefore aggregated and tested as one unit of account for impairment proposes.
For the years ended December 31, 2025 and 2024, we completed our annual impairment tests on October 1 of each year and will continue to perform our assessments on this date in future years. For our annual FCC broadcast licenses impairment test in 2025, we concluded that their fair values exceeded their carrying values, except for five broadcast licenses. For the five broadcast licenses whose fair value did not exceed its carrying value, we recorded an impairment charge of $3.2 million in 2025. Due to a significant decline in the Company’s stock price during the fourth quarter of 2025, the Company identified a triggering event and performed an additional quantitative impairment test as of December 31, 2025, resulting in no additional impairment charges.
The fair value of our FCC licenses is estimated to be the value that would be received to sell an asset in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses both income and market based approach methods when it performs its impairment tests. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period. This cash flow stream is discounted using an income-based approach to determine both the value of the FCC license units and the fair value of our indefinite-lived intangible assets. Under the market based approach the Company analyzed recent sales and offering prices of similar properties to arrive at an indication of the most probable selling price of the subject property. The Company assumes the competitive situation that exists in the unit of accounting’s market remains unchanged, with the exception that the unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share, and the discount rate. The fair value of FCC licenses is particularly sensitive to changes in these assumptions, especially market revenue growth rates and the discount rate. A decrease in projected revenues or an increase in the discount rate would reduce the estimated fair value of FCC licenses and could increase the likelihood of an impairment charge, while favorable changes in these assumptions would increase estimated fair value. A 100 basis point increase in our discount rate or a 10% decline in market revenues (holding all other assumptions in the fair value model constant) would result in an aggregate impairment charge of approximately $6.1 million or less. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take then-current economic conditions into consideration. Due to the interrelated nature of these assumptions and the inherent subjectivity involved, changes in one assumption may be accompanied by changes in others, and actual results may differ materially from those used in our estimates.
30
As a result of the annual impairment assessment of the Company’s FCC licenses as of October 1, 2025, we recorded a $3.2 million impairment charge.
Below are some of the key assumptions used in our income method annual impairment assessments and our quantitative impairment test as of December 31, 2025 due to a significant decline in the Company’s stock price during the fourth quarter of 2025:
| December 31, 2025 | October 1, 2025 | October 1, 2024 | |||||||||||||||
| Discount Rate | 8.9% | 9.1% | 12.5% | ||||||||||||||
| Long-term Revenue Growth Rate | 0.4% | (0.1)% | 0.5% | ||||||||||||||
| Mature Market Share | 0.2% | 0.2% | 11.3% | ||||||||||||||
| Operating Profit Margin | 10.0% | 10.0-26.7% | 23.2-29.2% | ||||||||||||||
Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities recorded for financial reporting purposes as compared to amounts recorded for income tax purposes. After determining the total amount of deferred tax assets, the Company evaluates whether a valuation allowance is required by assessing, on a more likely than not basis, whether some portion or all of the deferred tax assets will not be realized.
Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We assess each tax position to determine whether it is more‑likely‑than‑not that the position will be sustained upon examination by the relevant taxing authorities based on the technical merits of the position. If a tax position does not meet the more‑likely‑than‑not threshold, no tax benefit is recorded. For positions that do meet the threshold, we recognize the largest amount of tax benefit that is more‑likely‑than‑not to be realized upon ultimate settlement. This evaluation requires judgment in interpreting complex tax laws, assessing available information, and considering the potential outcomes of tax examinations. Our assessment incorporates factors such as the facts and circumstances of each position, changes in tax law, the status of ongoing audits, and developments in case law.
Although we believe our reserves are reasonable, we cannot provide assurance that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest.
RESULTS OF OPERATIONS
Executive Summary
The following discussion and analysis of the financial condition and results of operations of MediaCo Holding Inc. and its consolidated subsidiaries should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein.
The key developments in our business for the year ended December 31, 2025 are summarized below:
•On May 1, 2025, Estrella Media, Inc. exercised its Put Right, and MediaCo acquired 100% of the equity interests of Estrella and certain of its subsidiaries. As a result of this transaction, Estrella became a wholly owned subsidiary of the Company and has been fully consolidated since that date.
•Net Revenue of $133.3 million increased $37.8 million, or 40%, during 2025 compared to Net Revenue of $95.6 million in 2024.
•Digital and streaming initiatives saw meaningful growth, with revenue from digital platforms increasing 181% year-over-year, supported by expanded over-the-top distribution and social monetization.
•Operating loss of $24.8 million decreased $3.4 million, or 12%, during 2025 compared to Operating loss of $28.2 million in 2024.
•Net loss of $66.2 million increased $64.9 million, or 4986%, during 2025 compared to Net loss of $1.3 million in 2024.
•Cash flows provided by operating activities of $2.0 million increased $21.8 million, or 110%, during 2025 compared to 2024.
•Adjusted EBITDA for 2025 was $7.3 million, an increase of $8.9 million or 558%, during 2025 compared to an Adjusted EBITDA loss of $1.6 million in 2024.
31
•Integration of Estrella operations progressed in line with expectations, with initial cost synergies realized in the second half of 2024 and further efficiencies in 2025.
Consolidated Operating Data
The following table sets forth a summary of the Company’s components of operating expense as a percentage of net revenue for the years ended December 31,:
| 2025 | 2024 | |||||||||||||||||||||||||
| (Dollars in thousands) | Amount | % | Amount | % | ||||||||||||||||||||||
| NET REVENUES | $ | 133,336 | 100 | $ | 95,571 | 100 | ||||||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||||||||
| Operating expenses excluding depreciation and amortization expense | 143,825 | 108 | 106,650 | 112 | ||||||||||||||||||||||
| Corporate expenses | 7,288 | 5 | 11,859 | 12 | ||||||||||||||||||||||
| Depreciation and amortization | 6,843 | 5 | 5,258 | 6 | ||||||||||||||||||||||
| Loss on disposal of assets | 144 | — | 10 | — | ||||||||||||||||||||||
| Total operating expenses | 158,100 | 123,777 | ||||||||||||||||||||||||
| OPERATING LOSS | $ | (24,764) | $ | (28,206) | ||||||||||||||||||||||
Year ended December 31, 2025 compared to year ended December 31, 2024
| Year ended December 31, | Change | |||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| NET REVENUES | $ | 133,336 | $ | 95,571 | 37,765 | 40 | ||||||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||||||||
| Operating expenses excluding depreciation and amortization expense | 143,825 | 106,650 | 37,175 | 35 | ||||||||||||||||||||||
| Corporate expenses | 7,288 | 11,859 | (4,571) | (39) | ||||||||||||||||||||||
| Depreciation and amortization | 6,843 | 5,258 | 1,585 | 30 | ||||||||||||||||||||||
| Loss on disposal of assets | 144 | 10 | 134 | 1,340 | ||||||||||||||||||||||
| Total operating expenses | 158,100 | 123,777 | 34,323 | 28 | ||||||||||||||||||||||
| OPERATING LOSS | (24,764) | (28,206) | 3,442 | (12) | ||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||||||||||
| Interest expense, net | (15,495) | (11,137) | (4,358) | 39 | ||||||||||||||||||||||
| Change in fair value of warrant shares liability | (5,923) | 38,360 | (44,283) | N/A | ||||||||||||||||||||||
| Impairment of goodwill and intangibles | (23,099) | — | (23,099) | N/A | ||||||||||||||||||||||
| Other income | 3,953 | 1 | 3,952 | 395,152 | ||||||||||||||||||||||
| Total other (expense) income | (40,564) | 27,224 | (67,788) | (249) | ||||||||||||||||||||||
| LOSS BEFORE INCOME TAXES | (65,328) | (982) | (64,346) | 6,553 | ||||||||||||||||||||||
| PROVISION FOR INCOME TAXES | 895 | 320 | 575 | 180 | ||||||||||||||||||||||
| NET LOSS | $ | (66,223) | $ | (1,302) | (64,921) | 4,986 | ||||||||||||||||||||
Net revenues:
Net revenues increased during the year ended December 31, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition in April 2024 and due to increased Digital revenue.
Operating expenses excluding depreciation and amortization expense:
Operating expenses excluding depreciation and amortization expense increased during the year ended December 31, 2025. The increase was primarily driven by approximately $3.0 million in operating expenses related to the full-year impact of the Estrella Acquisition, a $28.8 million rise in digital platform costs associated with growth in digital revenue, $3.6 million in higher production costs, $2.2 million in professional services, $1.6 million in rent, $1.1 million in music licensing fees, and $1.5 million in other costs. These increases were partially offset by decreases of $1.8 million in employee-related expenses and $2.8 million in advertising and promotional spending.
32
Corporate expenses:
The decrease in corporate expenses for the year ended December 31, 2025 was primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year, partially offset by onetime nonrecurring fees.
Depreciation and amortization:
Depreciation and amortization expense increased during the year ended December 31, 2025 primarily related to the Estrella Acquisition. Depreciation and amortization expenses excluding expenses related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2025.
Loss on disposal of assets:
The increase in loss on disposal of assets for year ended December 31, 2025 primarily due to the disposal of certain fixed assets, while there were minimal disposals in 2024.
Operating loss:
See “Net revenues,” “Operating expenses excluding depreciation and amortization,” “Corporate expenses,” “Depreciation and amortization,” and “Loss on disposal of assets” above.
Interest expense, net:
Interest expense increased during the year ended December 31, 2025 due to the additional long-term debt related to the Estrella Acquisition, partially offset by decreases in interest rates.
Change in fair value of warrant shares liability:
The fair value of the warrant shares liability decreased during 2025, primarily due to the decline in MediaCo’s share price from $1.14 at December 31, 2024 to $1.35 as of the September 5, 2025 exercise date.
For the year ended December 31, 2024, the change in fair value of the warrant shares liability primarily reflected the decrease in MediaCo’s share price from $2.50 at initial recognition to $1.14.
Impairment of Goodwill and Intangibles:
The increase in impairment of goodwill and intangible assets during the period was primarily driven by a $19.9 million impairment charge related to audio goodwill, as well as a $3.2 million impairment associated with FCC licenses. These charges reflect changes in the underlying fair value assumptions of the respective reporting units and intangible assets.
Other income:
Other income increased during the year ended December 31, 2025 compared to the prior year primarily because of a one-time employee retention tax credit received, income from managed services agreements where the Company is providing accounting and other services, and subleasing income from one of our facilities which began in the first quarter of 2025.
Provision for income taxes:
Provision for income taxes increased during the year ended December 31, 2025 compared to the prior year primarily due to the recording of interest and penalties on an uncertain tax position. The tax effect of the uncertain tax position was not recorded in income tax expense, but instead lowered equity under the clawback provisions. See Note 14 — Income Taxes in our consolidated financial statements included elsewhere in this report for additional details.
Consolidated net loss:
The decrease in consolidated net loss was primarily due to Estrella Acquisition. See “Net revenues,” “Operating expenses excluding depreciation and amortization,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,” “Change in fair value of warrant shares liability,” “Provision for income taxes,” and “Other income” above for additional details.
33
Performance by Business Segment
Audio Segment
The Company’s Audio Segment includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition. Revenue, Operating expenses and Segment Operating Loss for our Audio Segment were as follows:
| Audio Segment | ||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | ||||||||||||
| Net Revenues | $ | 54,746 | $ | 57,534 | ||||||||||
| Segment Operating Expenses | 59,441 | 59,009 | ||||||||||||
| Segment Operating Loss | $ | (4,694) | $ | (1,475) | ||||||||||
Revenue from our Audio Segment decreased $2.8 million compared to 2024, primarily driven by a $2.4 million decline in Events and Sponsorship revenue and a $2.0 million decrease in Other revenue. These declines were partially offset by an increase in Spot revenue resulting from a full year of revenue contribution from the Estrella Acquisition.
Operating expenses from our Audio Segment remained flat, as radio-related costs are largely fixed or semi-variable in the near term and require time to adjust in response to revenue fluctuations.
Video Segment
The Company’s Video Segment includes the results of EstrellaTV network and all of the Estrella MediaCo television operations, including digital. Revenue, Operating expenses and Segment Operating Loss for our Video Segment were as follows:
| Video Segment | ||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | ||||||||||||
| Net Revenues | $ | 78,590 | $ | 38,037 | ||||||||||
| Segment Operating Expenses | 91,371 | 52,909 | ||||||||||||
| Segment Operating Loss | $ | (12,781) | $ | (14,872) | ||||||||||
All Revenue and Operating expenses from our Video Segment for the years ended December 31, 2025 and December 31, 2024 were due to the Estrella Acquisition. The increase in revenue and expenses is due to a full year of activity as of December 31, 2025, compared to activity only from the acquisition date through December 31, 2024. Revenue increased by $2.0 million due to a full year of Estrella operations and by $38.5 million from higher digital revenue. Expenses increased by $28.8 million in digital content costs driven by growth in digital revenue, as well as the impact of a full year of Estrella Acquisition-related expenses and increased spending on streaming video content.
Corporate and other
Operating expenses related to Corporate and other decreased to $7.3 million for the year ended December 31, 2025 compared to $11.9 million for the year ended December 31, 2024 primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year, partially offset by onetime nonrecurring fees.
Non-GAAP Financial Measures
Reconciliation of Net Loss to Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure used by management to evaluate the operational performance of the Company’s businesses and to assist in the evaluation of underlying trends. Adjusted EBITDA is defined as net loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual or non-recurring expenditures, non-cash items and non-cash compensation included within operating expenses, as well as depreciation and amortization, loss on disposal of assets, change in fair value of warrant shares liability and other income, as presented in the Company’s Consolidated Statements of Operations. Alternatively, Adjusted EBITDA may be calculated as net loss adjusted to exclude provision for income taxes, interest expense, net, depreciation and amortization, loss on disposal of assets, change in fair value of warrant shares liability, other income and other adjustments.
Management uses Adjusted EBITDA, along with operating income (loss), as a key measure to evaluate performance. It is one of the primary metrics used for planning and forecasting future periods, assessing operating performance, allocating resources, determining certain elements of executive compensation, and evaluating potential acquisition targets.
Management believes that presenting Adjusted EBITDA provides investors with additional insight into the Company’s operating performance and improves comparability with other companies that may have different capital structures, tax positions, or
34
financing arrangements. Adjusted EBITDA is also a commonly used metric among investors, analysts, and other market participants for valuation purposes.
Adjusted EBITDA is not a measure calculated in accordance with GAAP and should not be considered in isolation from, or as a substitute for, operating loss, net loss or any other measure calculated in accordance with GAAP. The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Because Adjusted EBITDA excludes certain items that affect operating loss and net loss, it should not be considered as an indication of the Company’s ability to generate cash flows sufficient to fund its liquidity needs. Users of this measure should carefully consider the nature of the adjustments included in the calculation.
| Year ended December 31, | ||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | ||||||||||||
| Net Loss | $ | (66,223) | $ | (1,302) | ||||||||||
| Provision for income taxes | 895 | 320 | ||||||||||||
| Interest expense, net | 15,495 | 11,137 | ||||||||||||
| Depreciation and amortization | 6,843 | 5,258 | ||||||||||||
| Loss on disposal of assets | 144 | 10 | ||||||||||||
| Change in fair value of warrant shares liability | 5,923 | (38,360) | ||||||||||||
| Impairment of goodwill and intangibles | 23,099 | — | ||||||||||||
| Other income | (3,953) | (1) | ||||||||||||
| Acquisition, integration and synergy services | 12,246 | 11,031 | ||||||||||||
| Mergers and acquisitions transaction costs | 2,816 | 6,038 | ||||||||||||
| Office exit facility consolidation | 920 | 530 | ||||||||||||
| Expansion related costs | 4,254 | — | ||||||||||||
Other non-cash adjustments (1) | 4,807 | 3,752 | ||||||||||||
| Adjusted EBITDA | $ | 7,266 | $ | (1,587) | ||||||||||
(1) Other non-cash adjustments include compensation adjustments, non-cash rent charges and other non-cash expenses. | ||||||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash flows generated from operations. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital requirements, and strategic acquisitions. As of December 31, 2025, the Company’s liquidity position is constrained by its working capital deficit and upcoming debt maturities. While management is actively implementing plans to improve liquidity, including enhancing operating performance, managing working capital, and pursuing refinancing and additional capital, there can be no assurance that these efforts will be successful.
As of December 31, 2025, the Company had cash, cash equivalents and restricted cash of $7.1 million and negative working capital of $49.0 million. At December 31, 2024, the Company had cash, cash equivalents and restricted cash of $6.9 million and negative working capital of $18.0 million. The increase in negative working capital was driven by the cancellation of certain programming rights contracts reducing the current portion of programming rights as well as increased accounts payable and accrued expenses, partially offset by increased accounts receivable.
Despite net losses, management continues to actively manage liquidity through close monitoring of working capital and disciplined cash management practices. These efforts include extending payment terms with vendor partners, enhancing collection efforts to accelerate cash inflows, and maintaining a focus on expense control. As a result of these actions, the Company has reduced its cash burn during the period.
Additionally, regarding the $5.0 million Delayed Draw Term Loans due May 2026 and the $5.0 million Delayed Draw Term Loan due July 2026, the Company intends to refinance on a long term basis, pay down using cash flow from operations, or receive additional investments. Subsequent to year-end, the Company obtained an amendment that extended the maturity of $5.0 million of debt previously due in May 2026 to July 2026. As part of its business strategy, the Company continually evaluates potential acquisitions of businesses it believes hold promise for long-term appreciation and that can leverage our strengths. While any such acquisitions could impact our liquidity position, management is committed to maintaining appropriate liquidity levels and managing cash resources prudently as the business grows.
In addition to its short-term liquidity constraints, the Company expects to have ongoing cash requirements beyond the next twelve months. These longer-term liquidity needs relate primarily to capital expenditures required to maintain and upgrade broadcasting and digital infrastructure, contractual commitments for content and programming, and potential strategic investments or
35
acquisitions that support long-term growth. The Company may seek to fund these longer-term requirements through a combination of cash flows from operations, existing cash and cash equivalents, and access to external financing sources, including potential borrowings under existing or future credit facilities or other capital-raising alternatives. However, given the Company’s current liquidity position and the conditions described above, there can be no assurance that sufficient cash flows will be generated or that external financing will be available on acceptable terms, or at all.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. Based on current operating plans and assumptions, management is pursuing various initiatives to improve the Company’s liquidity position, including enhancing operating performance, managing working capital, refinancing existing debt, and raising additional capital. However, these plans are subject to inherent risks and uncertainties, and there can be no assurance that they will be successfully implemented or will generate sufficient liquidity to meet the Company’s obligations as they become due. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains. Subsequent to year-end, the Company entered into amendments to its First Lien Credit Agreement and Second Lien Credit Agreement that waived certain covenant requirements. As of December 31, 2025, the Company was in compliance with all applicable financial covenants. Future liquidity and capital requirements will depend on a number of factors, including operating performance, macroeconomic conditions, changes in working capital, and the timing and extent of discretionary investments. The Company will continue to evaluate its liquidity position and capital structure and may adjust its financing strategy as conditions warrant.
Cash Flow
Operating Activities
Cash flows provided in operating activities was $2.0 million for the year ended December 31, 2025 compared to cash used in operating activities of $19.9 million for the year ended December 31, 2024. The increase in cash provided by operating activities was primarily attributable to an increase in accounts payable resulting from extended vendor payment terms, partially offset by improved collections.
Investing Activities
Cash used in investing activities was $0.8 million for the year ended December 31, 2025, primarily attributable to cash paid for various capital projects. Cash used in investing activities of $14.2 million for the year ended December 31, 2024 was primarily attributable to cash paid, net of cash received, for the Estrella Acquisition, as well as capital expenditures related to a digital platform project and our build out of our new space for corporate offices.
Financing Activities
Cash used in financing activities was $1.0 million for the year ended December 31, 2025, primarily attributable to finance lease principal payments and settlement of tax withholding obligations.
Cash provided by financing activities was $33.9 million for the year ended December 31, 2024, primarily attributable to $43.7 million in proceeds from the First Lien Term Loan, partially offset by $7.3 million related to repayment in full of the Emmis Promissory Note, $1.9 million in payments of debt issuance costs, and $0.4 million related to settlement of tax withholding obligations.
SEASONALITY
Our results of operations are usually subject to seasonal fluctuations primarily from fluctuations in advertising expenditures by local and national advisers, which result in higher second quarter revenues and operating income. For our Audio Segment, this seasonality is largely due to the timing of our largest concert in June of each year. Results are typically lowest in the first calendar quarter for both our audio and video business segments.
MARKET RISK
We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates and inflation.
Interest Rate Risk
On April 17, 2024, MediaCo entered into a First Lien Term Loan and a Second Lien Term Loan. Monthly interest payments in accordance with the First and Second Lien Term Loans are based upon the SOFR rate plus a SOFR adjustment as specified in the credit agreements.
A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates. As of December 31, 2025, approximately 53% of our aggregate principal amount of long-term debt bore interest at floating
36
rates. Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the year ended December 31, 2025 would have changed by $1.4 million.
In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.
Inflation
Inflation is a factor in our business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for employee compensation, equipment, and third party services. Although we are unable to determine the exact impact of inflation, we believe the impact will continue to be mitigated through the actions we have taken and may continue to take in response to these higher costs that may arise as a result of inflation. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on operating results.
OFF-BALANCE SHEET FINANCINGS AND LIABILITIES
Other than legal contingencies incurred in the normal course of business, and contractual commitments to purchase goods and services, all of which are discussed in Note 13 to the consolidated financial statements, which is incorporated by reference herein, the Company does not have any material off-balance sheet financings or liabilities. The Company does not have any majority-owned or controlled subsidiaries that are not included in the consolidated financial statements, nor does the Company have any interests in or relationships with any “special-purpose entities” that are not reflected in the consolidated financial statements or disclosed in the Notes to consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide this information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
37
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of MediaCo Holding Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of MediaCo Holding Inc. and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows, for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has near-term debt maturities, working capital deficit, and liquidity constraints, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Goodwill — Refer to Notes 1 and 11 to the financial statements
Critical Audit Matter Description
The Company has recorded goodwill associated with its video and audio reporting units. The Company tests goodwill for impairment annually and when events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. During the fourth quarter of 2025 management identified an interim triggering event, prompting a goodwill impairment assessment to be performed as of December 31, 2025. Management estimated the fair value of the reporting units using a combination of the income and market approaches. The income approach requires management to make significant estimates and assumptions, including forecasted revenues, operating margins, and related cash flows, as well as the selected discount rate and long-term growth rate. The market approach requires judgment in selecting peer public companies, valuation multiples, and other industry inputs. Based on their impairment assessment, management concluded that the estimated fair value of the audio reporting unit was less than its carrying value as of December 31, 2025, resulting in an impairment charge.
38
We identified the goodwill impairment assessment for the video and audio reporting units as a critical audit matter because of the significant estimates and assumptions management utilized in determining the fair value and carrying value of these reporting units. Auditing these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s goodwill impairment assessment included the following, among others:
•We assessed the reasonableness of management's forecasted cash flows by comparing the projections to historical results and certain industry and market trends.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and assumptions including the discount rates, long-term growth rates, and the selection of peer public companies and valuation multiples by:
◦Testing the source information underlying the determination of the valuation assumptions as well as the mathematical accuracy of the calculation.
◦Developing a range of independent estimates and compared those to the valuation assumptions selected by management.
•We tested the determination of the carrying value for the video and audio reporting units.
Valuation of Indefinite-Lived Intangible Assets (FCC Licenses) — Refer to Notes 1 and 11 to the financial statements
Critical Audit Matter Description
The Company has indefinite-lived intangible assets related to its FCC broadcasting licenses and performs an impairment assessment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. The Company performed its annual impairment assessment as of October 1, 2025, by performing a quantitative analysis that compared the estimated fair value of each FCC license to its carrying amount. Based on their impairment assessment, management concluded that the estimated fair value of certain FCC broadcasting licenses were less than their carrying values as of December 31, 2025, resulting in an impairment charge.
Management estimated the fair value of the FCC licenses using a combination of the income and market approaches. The income approach requires management to make significant estimates and assumptions, including forecasted broadcast revenues, operating margins, and related cash flows, as well as the selected discount rate and long-term growth rate. The market approach requires judgment in selecting sales of similar broadcast stations and audience populations.
We identified the impairment assessment for the FCC broadcasting licenses as a critical audit matter because of the significant estimates and assumptions management utilized in determining the fair value of these licenses. Auditing these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the impairment assessment for the FCC broadcasting licenses included the following, among others:
•We assessed the reasonableness of management's forecasted broadcast cash flows by comparing the projections to certain industry and market trends.
•We assessed the reasonableness of the audience population used in the market approach by comparing the inputs to external data.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and assumptions including the discount rates, long-term growth rates, and the selection of sales of similar broadcast stations by:
◦Testing the source information underlying the determination of the valuation assumptions as well as the mathematical accuracy of the calculation.
◦Developing a range of independent estimates and compared those to the valuation assumptions selected by management.
Uncertain Tax Position — Refer to Notes 1, 14, and 15 to the financial statements
Critical Audit Matter Description
The Company recognizes tax positions taken or expected to be taken within its tax return if those positions are determined to be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement, with an uncertain tax position liability recorded for the remainder. During 2025, management recorded an increase to the liability for uncertain tax positions, reflecting uncertainty in the recognition and measurement of additional tax obligations arising from a tax position taken in the prior year, with an offsetting reduction to equity. The uncertain tax position relates to the Estrella asset purchase agreement and subsequent equity purchase agreement entered into in May 2025 that modified the structure and terms of the original Estrella asset purchase agreement.
39
We identified the uncertain tax position as a critical audit matter due to the complexity of the transaction and significant judgment required of management in evaluating the technical merits and measurement of the tax position. Auditing the tax position required a high degree of subjective auditor judgment and an increased extent of effort, including the use of our tax specialists, to evaluate the related audit evidence and technical tax considerations.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the uncertain tax position included the following, among others:
•Obtained and reviewed the original Estrella asset purchase agreement, subsequent equity purchase agreement, and other relevant documents.
•Obtained an understanding of management’s analysis and key judgments used to determine the income tax payable estimate and the related uncertain tax position under the applicable accounting guidance.
•With the assistance of our tax specialists, we:
◦Inspected relevant provisions of the original Estrella asset purchase agreement and the subsequent equity purchase agreement to understand terms affecting the uncertain tax position, including contractual definitions and settlement mechanics.
◦Evaluated the reasonableness of management’s significant assumptions and judgments, including the technical tax positions taken, interpretation of relevant tax law, and recognition of the uncertain tax position.
/s/ Deloitte & Touche LLP
March 31, 2026
We have served as the Company’s auditor since 2025.
40
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of MediaCo Holding Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of MediaCo Holding Inc. and Subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP (PCAOB ID 42 )
We served as the Company’s auditor from 2019 to 2025.
April 15, 2025
41
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year ended December 31, | |||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | |||||||||
| NET REVENUES | $ | $ | |||||||||
| OPERATING EXPENSES: | |||||||||||
| Operating expenses excluding depreciation and amortization expense | |||||||||||
| Corporate expenses | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on disposal of assets | |||||||||||
| Total operating expenses | |||||||||||
| OPERATING LOSS | ( | ( | |||||||||
| OTHER INCOME (EXPENSE): | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Change in fair value of warrant shares liability | ( | ||||||||||
| Impairment of goodwill and intangibles | ( | ||||||||||
| Other income, net | |||||||||||
| Total other income (expense) | ( | ||||||||||
| LOSS BEFORE INCOME TAXES | ( | ( | |||||||||
| PROVISION FOR INCOME TAXES | |||||||||||
| NET LOSS | ( | ( | |||||||||
| NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | |||||||||||
| PREFERRED STOCK DIVIDENDS | |||||||||||
| NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | ( | $ | ( | |||||||
| Net loss per share attributable to common shareholders - basic and diluted: | $ | ( | $ | ( | |||||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
42
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| (in thousands, except share data) | DECEMBER 31, 2025 | DECEMBER 31, 2024 | |||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Current programming rights | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | |||||||||||
| NONCURRENT ASSETS: | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right of use assets | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
43
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (CONTINUED)
| (in thousands, except share data) | DECEMBER 31, 2025 | DECEMBER 31, 2024 | |||||||||
| LIABILITIES AND EQUITY AND NONCONTROLLING INTERESTS | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Current maturities of long-term debt | |||||||||||
| Accrued salaries and commissions | |||||||||||
| Deferred revenue | |||||||||||
| Operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| LONG-TERM DEBT, NET OF CURRENT PORTION | |||||||||||
| WARRANT SHARES | |||||||||||
| SERIES B PREFERRED STOCK | |||||||||||
| OPERATING LEASE LIABILITIES, NET OF CURRENT | |||||||||||
| UNRECOGNIZED TAX LIABILITY | |||||||||||
| OTHER NONCURRENT LIABILITIES | |||||||||||
| Total liabilities | |||||||||||
COMMITMENTS AND CONTINGENCIES (NOTE 13) | |||||||||||
| EQUITY: | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
Class C common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity and noncontrolling interests | |||||||||||
| Total liabilities and equity and noncontrolling interests | $ | $ | |||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
44
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Class A Common Stock | Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | Shares | Amount | Shares | Amount | APIC | Accumulated Deficit | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Sale of class A common shares | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance (retirement) of class A to employees, officers and directors, net of withholdings | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Noncontrolling interest resulting from Estrella transaction | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred series A shares | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Repurchase of class A common shares | ( | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Preferred stock dividends, $ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Sale of class A common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance (retirement) of class A to employees, officers and directors, net of withholdings | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Noncontrolling interest resulting from Estrella transaction | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
Equity Clawback (Note 15) | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon warrant exercise | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
45
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes to consolidated financial statements are an integral part of these statements.
| Year ended December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Consolidated net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt discount | |||||||||||
| Amortization of fair value debt adjustments | |||||||||||
| Impairment loss on goodwill and intangible Assets | |||||||||||
| Noncash change in warrant shares | ( | ||||||||||
| Noncash interest expense | |||||||||||
| Noncash lease expense | |||||||||||
| Provision for bad debts | |||||||||||
| Provision for deferred income taxes | |||||||||||
| Other noncash items | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Prepaid expenses and other current assets | |||||||||||
| Other assets | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Deferred revenue | ( | ||||||||||
| Operating lease liabilities | ( | ||||||||||
| Income taxes | ( | ||||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of internally-created software | ( | ||||||||||
| Cash paid in acquisitions, net of cash acquired | ( | ||||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES: | |||||||||||
| Payments on long-term debt | ( | ||||||||||
| Proceeds from long-term debt | |||||||||||
| Proceeds of class A common stock issuances | |||||||||||
| Repurchases of class A common stock | ( | ||||||||||
| Payments for debt related costs | ( | ( | |||||||||
| Finance lease principal payments | ( | ( | |||||||||
| Settlement of tax withholding obligations | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURES: | |||||||||||
| Cash paid for: | |||||||||||
| Interest | $ | $ | |||||||||
| Noncash investing transactions: | |||||||||||
| Noncash deferred revenue for capital expenditures | |||||||||||
46
MEDIACO HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Unless Indicated Otherwise)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
MediaCo Holding Inc., and its subsidiaries (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events.
On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo. Subsequently, on May 1, 2025, the parties entered into an equity purchase agreement that modified the structure and certain terms of the original Asset Purchase Agreement. On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100 % of the equity interests of Estrella and certain subsidiaries of Estrella. As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company.
Our assets consist of two radio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its eleven radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its eight free ad-supported television (“FAST”) channels - EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales. See Note 3 — Business Combinations in our consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.
Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, and its subsidiaries and the former Estrella VIE (as defined below), collectively.
Basis of Presentation and Consolidation
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included.
Prior to May 1, 2025 the Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) are a VIE in which the Company holds a controlling financial interest. Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (in this case, the Company) is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics:
a.The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and
b.The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
The Company determined that since the major factors in the economic performance of the Estrella VIE are the popularity of the programming provided by the Company to the Estrella VIE and the Company’s sale of advertising in that programming, the Company is the primary beneficiary of the VIE, and the remaining assets and liabilities of the Estrella VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024.
On March 6, 2025, the Company’s shareholders voted to approve the issuance of (i) up to 28,206,152 shares of MediaCo Class A Common Stock, par value $0.01 per share, upon the exercise of a warrant issued in connection with the Company’s acquisition of certain assets of Estrella Broadcasting, Inc. and its subsidiaries, and (ii) 7,051,538 shares of MediaCo Class A Common
47
Stock, par value $0.01 per share, upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc. to sell equity interests of certain broadcast assets.
On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100 % of the equity interests of Estrella and certain subsidiaries of Estrella in exchange for 7,051,538 shares of Class A common stock. As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company.
On September 8, 2025 the warrant issued in connection with the Company’s acquisition of certain assets of Estrella and its subsidiaries was exercised in exchange for 28,205,938 shares of MediaCo Class A Common Stock, par value $0.01 per share.
Going Concern
The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As of December 31, 2025, the Company had near-term debt maturities, working capital deficit, and liquidity constraints. Management evaluated these conditions in accordance with applicable accounting guidance and determined that, absent the successful execution of management’s plans, they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.
Management has concluded that our ability to continue as a going concern is dependent on our ability to execute our business plan and / or implement other strategic options. Management is prepared to implement additional cost cutting measures, as necessary, and intends to seek refinancing and to raise additional capital to meet its debt service and working capital obligations, if needed. However, while the Company has been successful in obtaining additional liquidity in the past, no assurances can be made that the Company will receive such liquidity in the future, or that the other actions described above will alleviate substantial doubt about our ability to continue as a going concern.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.
Reclassifications
Certain amounts have been reclassified to conform to the current year presentation.
Revenue Recognition
The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15 % of gross revenues.
Allowance for Credit Losses
| Balance At Beginning Of Period | Additions related to Estrella Acquisition | Change in Provision | Write Offs | Balance At End Of Period | |||||||||||||||||||||||||
| Year ended December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Year ended December 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
48
Cash, Cash Equivalents and Restricted Cash
MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits.
The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s consolidated balance sheets to the total amount presented in the consolidation statements of cash flows:
| Year ended December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in deposits and other noncurrent assets | |||||||||||
| Total cash, cash equivalents, and restricted cash presented on the consolidated statement of cash flows | $ | $ | |||||||||
Restricted cash as of December 31, 2025 and 2024 includes amounts held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039. The December 31, 2024 restricted cash amount also included amounts held in a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit.
Assets Held for Sale
The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale. The assets and liabilities of a disposal group classified as held for sale are presented separately in the asset and liability sections, respectively, of the consolidated balance sheets. The Company ceases recording depreciation and amortization of the long-lived assets included in the sale upon classification as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses.
Property and Equipment
Fair Value Measurements
Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. (see Note 11 for additional information). The Company’s Warrant Shares (as defined in Note 3) were classified as a liability for which the fair value was measured on a recurring basis using Level 1 inputs (see Note 7 for additional information). We have no
The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 11, Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 8 for additional information).
The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value as it is variable rate debt.
Long-Lived Tangible Assets
The Company periodically considers whether indicators of impairment of definite-lived long-lived tangible assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the asset group is less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals and other
49
methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the asset’s carrying value is greater than the fair value. The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates or amortizes over the remaining estimated useful life of the asset.
Intangible Assets
Goodwill and Indefinite-lived Intangibles
In accordance with ASC Topic 350, “Intangibles—Goodwill and Other,” goodwill and radio and TV broadcasting licenses are not amortized, but are tested at least annually for impairment. Goodwill is tested at the reporting unit level, while radio and TV broadcasting licenses, which are classified as indefinite-lived intangible assets, are tested for impairment at the individual license level, which generally corresponds to a station or market. We test for impairment annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. See Note 11 — Intangible Assets and Goodwill, for more discussion of our annual impairment tests performed during the years ended December 31, 2025 and 2024.
Definite-lived Intangibles
The Company’s definite-lived intangible assets consist of software developed internally, customer relationships and programming agreements related to our radio business. These assets are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company’s future cash flows. In addition, these definite-lived intangible assets are evaluated for impairment on an interim basis to identify any potential triggering events that would require the Company to perform an impairment test.
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Programming Rights
Production Costs
Advertising Costs
50
Deferred Revenue and Barter Transactions
| Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Beginning Makegood Liability Balance | $ | $ | ||||||||||||
| Assumed Makegood Liability from Estrella Acquisition | ||||||||||||||
| Makegood Revenue Recognized | ||||||||||||||
| New Makegood Obligations | ||||||||||||||
| Ending Makegood Liability Balance | $ | $ | ||||||||||||
| Barter Revenue | ||||||||||||||
| Barter Expenses | ||||||||||||||
Earnings Per Share
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator: | |||||||||||
| Net Loss | $ | ( | $ | ( | |||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | |||||||||
| Less: Preferred stock dividends | ( | ||||||||||
| Net loss attributable to common shareholders for basic and diluted earnings per share | $ | ( | $ | ( | |||||||
| Denominator: | |||||||||||
| Weighted-average shares of common stock outstanding — basic and diluted | |||||||||||
| Earnings per share of common stock attributable to common shareholders: | |||||||||||
| Net loss per share attributable to common shareholders - basic and diluted: | $ | ( | $ | ( | |||||||
51
For the years ended December 31, 2025 and 2024, we repurchased under a share repurchase plan zero and 11,304 shares of Class A common stock for zero and an immaterial amount.
The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.
| Year Ended December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Convertible Emmis promissory note | $ | $ | |||||||||
| Option agreement shares | |||||||||||
| Series A convertible preferred stock | |||||||||||
| Restricted stock awards | |||||||||||
| Total anti-dilutive shares | $ | $ | |||||||||
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and amounts recorded for income tax purposes.
After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. If the Company determines that a deferred tax asset is not likely to be realized, a valuation allowance will be established against that asset to record it at its expected realizable value.
We periodically assess our tax exposures related to periods that are open to examination. Based on the latest available information, we evaluate our tax positions to determine whether the position will more-likely-than-not be sustained upon examination by the Internal Revenue Service or other taxing authorities. If we cannot reach a more-likely-than-not determination, no benefit is recorded. If we determine that the tax position is more-likely-than-not to be sustained, we record the largest amount of benefit that is more-likely-than-not to be realized when the tax position is settled. We record interest and penalties related to income taxes as a component of income tax expense on our consolidated statements of earnings.
Recent Accounting Pronouncements Implemented
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. We adopted this ASU 2023-09 during fiscal year 2025 using the prospective method of adoption. As a result, we have enhanced our income tax disclosures. The adoption of this ASU affects only our disclosures, with no impacts to our financial condition and results of operations.
Recent Accounting Pronouncements Not Yet Implemented
In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating this guidance and its impact on the Company's consolidated financial statements and financial statement disclosures.
52
2. COMMON STOCK
MediaCo has authorized Class A common stock, Class B common stock, and Class C common stock. The rights of these three classes are essentially identical except that each share of Class A common stock has one vote with respect to substantially all matters, each share of Class B common stock has 10 votes with respect to substantially all matters, and each share of Class C common stock has no voting rights with respect to substantially all matters. All Class B common stock outstanding is owned by SG Broadcasting LLC (“SG Broadcasting”). At December 31, 2025 and December 31, 2024, no
On December 16, 2022, our Board approved a stock repurchase plan (the “Repurchase Plan”), to repurchase from time to time, in the open market or through privately negotiated transactions, shares, up to $2.0 million in the aggregate of shares of our Class A common stock. The timing of purchases and the exact number of shares to be purchased depends on market conditions. The Repurchase Plan does not include specific price targets or timetables and may be suspended or terminated at any time. During the years ended December 31, 2025 and 2024, we repurchased under the Repurchase Plan 0 and 11,304 shares of Class A common stock for a zero amount and an immaterial amount, respectively.
On August 20, 2021, MediaCo Holding Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc.(“B. Riley”), pursuant to which the Company may offer and sell, from time to time through or to B. Riley, as agent or principal, shares of the Company’s Class A Common Stock, $0.01 par value per share, having an aggregate offering price of up to $12.5 million. During the years ended December 31, 2025 and 2024, no
On December 12, 2024, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC and Moelis & Company LLC (together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, as agents, shares of the Company’s Class A Common Stock, $0.01 par value per share, having an aggregate offering price of up to $2.0 million. During the years ended December 31, 2025 and 2024, zero shares and 62,441 shares were sold under this agreement for net proceeds of $0.0 million and $0.1 million, respectively.
On March 6, 2025, the Company held the Shareholders Meeting, at which the Company’s shareholders voted to approve the issuance of (i) up to 28,206,152 shares of Class A common stock upon the exercise of the Warrant and (ii) 7,051,538 shares of Class A common stock upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc. to sell to such subsidiary, equity interests of certain broadcast assets.
3. BUSINESS COMBINATIONS
The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill.
Estrella Acquisition
On April 17, 2024, MediaCo consummated the Estrella Acquisition, pursuant to which it purchased substantially all of the assets of Estrella, other than the Estrella Broadcast Assets, and assumed substantially all of the liabilities of Estrella and its subsidiaries. MediaCo provided the following consideration for the Estrella Acquisition (the “Transaction Consideration”):
aA warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A common stock;
b60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”),
cA term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and
dAn aggregate cash payment in the amount of approximately $25.5 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses, financed through the First Lien Credit Agreement (as defined below).
53
Option Agreement
On April 17, 2024, in connection with the Estrella Acquisition, MediaCo and Estrella entered into an Option Agreement (the “Option Agreement” and, collectively with the Estrella Acquisition and the transactions contemplated by the Network Affiliation Agreement and the Network Program Supply Agreement described below, the “Estrella Transactions”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) MediaCo was granted the option to purchase 100 % of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A common stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to MediaCo for the same consideration during a period beginning six months after the date of the closing of the Estrella Transactions (the “Closing Date”) and ending after seven years , which will automatically extend for a renewal term of seven years unless both parties mutually agree otherwise.
On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100 % of the equity interests of Estrella and certain subsidiaries of Estrella in exchange for 7,051,538 shares of Class A common stock.
Voting and Support Agreement
The Asset Purchase Agreement provides that MediaCo would hold a special meeting of MediaCo shareholders (the “Shareholders Meeting”) to consider approval of the issuance of shares of Class A common stock upon exercise of the Warrant and the issuance of shares of Class A common stock pursuant to the Option Agreement (the “Proposal”).
On April 17, 2024, in connection with the Estrella Acquisition, SG Broadcasting, the holder of shares of Class A common stock and Class B common stock, par value $0.01 per share (“Class B common stock”) representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo shareholders (including the Shareholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal. The Voting Agreement also includes certain customary restrictions on SG Broadcasting’s ability to transfer its shares of MediaCo stock. The Voting Agreement will automatically terminate upon the date on which the Proposal is approved.
Warrant
In connection with the Estrella Acquisition, MediaCo issued a warrant which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001 . See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion.
On September 8, 2025 the warrant issued in connection with the Company’s acquisition of certain assets of Estrella and its subsidiaries was exercised in exchange for 28,205,938 shares of MediaCo Class A Common Stock, par value $0.01 per share.
First Lien Term Loan
In order to finance the Estrella Acquisition, MediaCo, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $45.0 million first lien term loan credit facility with White Hawk Capital Partners, LP, as administrative and collateral agent, and various lenders. See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion.
Second Lien Term Loan
In connection with the consummation of the Estrella Acquisition, MediaCo as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $30.0 million second lien term loan credit facility with HPS Investment Partners, LLC, as administrative and collateral agent, and various financial institutions. The Second Lien Credit Agreement was recorded at is fair value of $26.5 million. See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion.
Series B Preferred Stock
On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, recorded at its issuance date fair value of $32.0 million, which will be accreted up to the redemption value over the term. See Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock for further discussion.
Network Affiliation and Supply Agreements
On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, MediaCo has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels. The Network Program Supply Agreement terminated upon the exercise of the Put Right on May 1, 2025.
54
On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, MediaCo has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels. The Network Affiliation Agreement terminated upon the exercise of the Put Right on May 1, 2025.
Purchase Price Allocation
On April 17, 2024, the Company completed the Estrella Acquisition, accounted for under the acquisition method of accounting in accordance with ASC 805. The Company finalized its assessment of the fair values of the assets acquired and liabilities assumed during the measurement period, with adjustments recorded as of December 31, 2024. In accordance with ASC 805-10-25-13, the Company recognized measurement period adjustments to the provisional amounts initially recorded. These measurement period adjustments included changes to the valuation of acquired assets which primarily consisted of a $9.5 million decrease in the fair value of the Estrella Acquisition’s FCC licenses, a $5.6 million decrease in favorable leasehold interests, and a $1.9 million decrease in the Estrella Acquisition’s intangible assets related to customer relationships. These decreases were partially offset by a $1.9 million increase in property and equipment and a $1.1 million increase in other assumed liabilities. Additionally the Company made certain reclassifications of amounts within this disclosure to conform to the year-end presentation in the consolidated balance sheet. In the aggregate, we recorded a net increase of $13.5 million to goodwill for these measurement period adjustments to reflect the final determination of assets acquired and liabilities assumed as shown below. Additionally, the Company recognized additional depreciation and amortization expense of $0.7 million resulting from revised fair values of fixed assets and intangible assets. The Company also recognized $0.6 million less of operating expense related to adjustments to the Company’s leases. These adjustments are reflected in the Company’s consolidated statement of operations for the year ended December 31, 2024.
The following tables summarize the fair value of cash and noncash consideration transferred, assets acquired, and liabilities assumed as of the acquisition date:
| Valuation as of April 17, 2024 | ||||||||
| Cash Consideration | $ | |||||||
| Noncash Consideration: | ||||||||
Warrants(1) | ||||||||
Series B Preferred Stock(2) | ||||||||
Second Lien Term Loan(2) | ||||||||
| Total Noncash Consideration | ||||||||
| Total Consideration | $ | |||||||
(1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the closing price on the day prior to close of $2.50 .
55
| Valuation as of April 17, 2024 | ||||||||
| Cash and cash equivalents | $ | |||||||
Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Current programming rights | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets | ||||||||
| Goodwill | ||||||||
| Noncurrent programming rights | ||||||||
| Deposits and other | ||||||||
| Assets acquired | $ | |||||||
| Accounts payable and accrued expenses | $ | |||||||
| Deferred revenue | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Other Liabilities | ||||||||
| Liabilities assumed | $ | |||||||
Fair value of noncontrolling interests (1) | ||||||||
| Net assets acquired | $ | |||||||
(1) Fair value of noncontrolling interests based on 7,051,538 shares issued in Option Agreement valued at the closing price on the day prior to close of $2.50 .
Property and equipment is primarily composed of broadcasting equipment and leasehold improvements. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives.
The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $13.7 million and will be amortized over the estimated remaining useful lives of fifteen years .
The amount allocated to indefinite-lived intangible assets represents the estimated fair values of the FCC licenses of $102.7 million and goodwill of $28.3 million. Goodwill, which is derived from the expanded client base and our ability to provide broader advertising solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and we expect it will be deductible for tax purposes. Goodwill of $8.4 million and $19.9 million from this transaction is allocated to our Video Segment and Audio Segment, respectively.
As part of the acquisition, we incurred costs of $9.0 million for the year ended December 31, 2024, primarily related to transaction bonuses and professional services, which are included in the operating expenses excluding depreciation and amortization and corporate expense line items in the consolidated statement of operations. Additionally, there were $1.8 million of deferred financing costs and $1.1 million of original issue discount related to the issuance of the First Lien Credit Agreement included in long term debt, net of current on the consolidated balance sheet.
The Company recorded Revenues of $67.3 million and Net loss of $16.0 million for the year ended December 31, 2024 related to the Estrella Acquisition.
Variable Interest Entity
As discussed in Note 1, the Company determined that the Estrella entities holding the Estrella Broadcast Assets represented a VIE in which the Company holds a controlling financial interest, as MediaCo is the primary beneficiary of the VIE. Effective May 1, 2025, the Estrella VIE was fully consolidated into MediaCo. Estrella VIE’s assets can be used only to settle obligations of the Estrella VIE. The carrying amounts of the VIE’s consolidated assets and liabilities included in the consolidated balance sheet are as follows:
56
| December 31, 2024 | ||||||||
| Cash and cash equivalents | $ | |||||||
Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Other intangible assets, net | ||||||||
| Other assets: | ||||||||
| Operating lease right of use assets | ||||||||
| Deposits and other | ||||||||
| Total other assets | ||||||||
| Total assets | $ | |||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | |||||||
| Deferred revenue | ||||||||
| Operating lease liabilities | ||||||||
| Income taxes payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, net of current | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | $ | |||||||
| Net assets | $ | |||||||
The summarized operating results of the VIE are as follows:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net revenues | $ | $ | |||||||||
| Operating Income | $ | $ | |||||||||
| Net income | $ | $ | |||||||||
Unaudited Pro Forma Financial Information
The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the year ended December 31, 2024 as if the acquisition had occurred on January 1, 2023:
| Year ended December 31, | |||||||||||
| 2024 | |||||||||||
| Net revenues | $ | ||||||||||
| Loss before income taxes | $ | ( | |||||||||
The supplemental pro forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of MediaCo and Estrella. The supplemental pro forma financial information does not necessarily represent what the combined companies’ revenue or results of operations would have been had the Estrella Acquisition been completed on January 1, 2023, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining MediaCo and Estrella.
57
The unaudited supplemental pro forma financial information reflects primarily pro forma adjustments related to fair value estimates for intangibles, property and equipment, debt, preferred stock, interest expense and amortization of deferred financing costs for the debt and preferred stock issuances to finance the Estrella Acquisition. The unaudited supplemental pro forma financial information includes transaction charges associated with the Estrella Acquisition. There are no material, nonrecurring pro forma adjustments directly attributable to the Estrella Acquisition included in the reported pro forma revenue and loss before income taxes.
4. SHARE BASED PAYMENTS
The amounts recorded as share based compensation expense consist of restricted stock awards issued to officers and employees that have vesting periods up to three years . Awards are typically made pursuant to employment agreements. Restricted stock awards are granted out of the Company’s 2020 and 2021 Equity Compensation Plans.
The MediaCo Holding Inc. 2025 Equity Compensation Plan (the “2025 Plan”) was approved by the Company’s shareholders at the annual meeting held on August 8, 2025. The 2025 Plan authorizes the issuance of up to 5,000,000 shares of Class A common stock for equity-based awards to employees, directors, consultants, and advisors, and is intended to replace the Company’s 2021 and 2020 Equity Compensation Plans. No awards were granted under the 2025 Plan during the year ended December 31, 2025. Outstanding awards under the prior plans remain in effect according to their original terms.
We determine the fair value of restricted stock awards based on the closing price of our stock on the date of grant. We generally recognize compensation expense related to restricted stock awards on a straight-line basis over the period during which the restriction lapses. Forfeitures are recognized in the period in which they occur. The following table presents a summary of the Company’s restricted stock grants outstanding at December 31, 2025, and restricted stock activity during the year ended December 31, 2025 (“Price” reflects the weighted average share price at the date of grant):
| Awards | Price | ||||||||||
| Grants outstanding, beginning of period | $ | ||||||||||
| Granted | |||||||||||
| Vested (restriction lapsed) | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Grants outstanding, end of period | $ | ||||||||||
Recognized Non-Cash Compensation Expense
The following table summarizes stock-based compensation expense recognized by the Company for the years ended December 31, 2025 and 2024. Tax benefit related to stock compensation for the year ended December 31, 2025 was $22.0 thousand and tax expense related to stock compensation was $0.1 million for the year ended December 31, 2024.
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating expenses excluding depreciation and amortization | $ | ( | $ | ||||||||
| Corporate expenses | |||||||||||
| Stock-based compensation expense | $ | $ | |||||||||
As of December 31, 2025, there was $6.8 thousand of unrecognized compensation cost related to nonvested stock-based compensation arrangements. The cost is expected to be recognized over a weighted average period of approximately 0.5 years.
5. REVENUE
The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Certain network sales contracts include a guaranteed number of impressions. If the guarantee is not met, the Company is obligated to provide additional spots at no charge until the guaranteed number of impressions is met, referred to as a makegood liability. The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of deficiency units. The makegood liability includes amounts assumed in the Estrella Acquisition as well as new obligations arising from network sales contracts. As of December 31, 2025 the makegood liability was $7.7 million and is expected to be recognized over four years .
58
Spot Radio & TV Advertising
On-air broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the consolidated balance sheets.
Digital
Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships) to advertisers on Company-owned websites and from revenue generated from content distributed across other digital platforms. Digital revenues are generally recognized as the digital advertising is delivered.
Syndication
Syndication revenue relates to revenue generated from the sale of rights to broadcast shows we produce as well as revenues from syndicated shows we broadcast for a fee. Syndication revenues are generally recognized ratably over the term of the contract.
Events and Sponsorships
Events and Sponsorships revenues principally consist of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event.
Other
Other revenue includes barter revenue, network revenue, talent fee revenue and other revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. Talent fee revenue are fees earned for appearances by our talent, which is recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related appearance. Other revenue is comprised of brand integrations, custom on-air shows, or other amounts earned that do not fit in any other category and are recognized when our performance obligations are fulfilled.
59
Disaggregation of revenue
The following table presents the Company's revenues disaggregated by revenue source:
| Year Ended December 31, 2025 | |||||||||||||||||||||||
| Audio | Video | Consolidated | |||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Spot Radio & TV Advertising | $ | $ | $ | ||||||||||||||||||||
| Digital | |||||||||||||||||||||||
| Syndication | |||||||||||||||||||||||
| Events and Sponsorships | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total net revenues | $ | $ | $ | ||||||||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||||||||||
| Audio | Video | Consolidated | |||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Spot Radio & TV Advertising | $ | $ | $ | ||||||||||||||||||||
| Digital | |||||||||||||||||||||||
| Syndication | |||||||||||||||||||||||
| Events and Sponsorships | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total net revenues | $ | $ | $ | ||||||||||||||||||||
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses were comprised of the following at December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Taxes payable | |||||||||||
| Total Accounts payable and accrued expenses | $ | $ | |||||||||
60
7. LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK
Long-term debt, Warrant shares, and Series B Preferred Stock was comprised of the following at December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||||||||||||
| First Lien Term Loans | $ | $ | ||||||||||||
| Second Lien Term Loan | ||||||||||||||
| Less: Current maturities | ( | |||||||||||||
| Less: Unamortized original issue discount and deferred financing costs | ( | ( | ||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
| Warrant Shares | $ | $ | ||||||||||||
| Series B Preferred Stock | $ | $ | ||||||||||||
First Lien Term Loans
On April 17, 2024, MediaCo, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $45.0 million first lien term loan credit facilities (the “First Lien Credit Agreement”) with White Hawk Capital Partners, LP, as administrative and collateral agent, and various lenders from time-to-time party thereto. The First Lien Credit Agreement consists of an $35.0 million initial term loan (the “Initial Term Loan”) and delayed draw term loans in an aggregate amount up to $10.0 million (the “Delayed Draw Term Loans”). The first of such Delayed Draw Term Loans of $5.0 million was made on May 2, 2024 and the second of such Delayed Draw Term Loans of $5.0 million was made on July 17, 2024. As of December 31, 2025, there are no available borrowings on the Delayed Draw Term Loans. Subsequent to year-end, the Company obtained an amendment that extended the maturity of $5.0 million of debt previously due in May 2026 to July 2026.
In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provided for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waived the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. A fee of $0.3 million was paid in conjunction with entering into this amendment. As of December 31, 2025, there are no available borrowings on the Additional Delayed Draw Term Loans and no amounts have been drawn.
The proceeds of the Initial Term Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs. The proceeds of the Delayed Draw Term Loans were used to provide additional working capital needs.
The Initial Term Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature in July, 2026. First Lien Term Loans will be subject to monthly interest payments at a rate of SOFR + 6.00 %. The effective interest rates of the Initial Term Loan and Delayed Draw Term Loan were 11.45 % and 11.43 %, respectively, as of December 31, 2025.
Beginning May 2027, monthly amortization payments are required equal to 0.8333 % of the initial principal amount of the First Lien Term Loans. The Company may voluntarily repay outstanding loans under the First Lien Credit Agreement at any time, potentially subject to an exit fee if certain conditions are met.
The First Lien Credit Agreement is guaranteed by the Company and each of the Company’s direct and indirect subsidiaries, subject to certain exceptions. All obligations under the First Credit Agreement, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien in substantially all of the assets of MediaCo and all of the guarantors’ assets, including a lien on the capital stock of MediaCo.
The First Lien Credit Agreement contains certain negative covenants with which the Company must comply, as well as financial covenants requiring the Company to maintain minimum liquidity and borrowing base levels and specified cash flow thresholds for various business segments. As of December 31, 2025, the Company was in compliance with all covenants.
Subsequent to year-end, the Company entered into amendments to its First Lien Credit Agreement that waived certain covenant requirements. As of December 31, 2025, the Company was in compliance with all applicable financial covenants.
Second Lien Term Loan
On April 17, 2024, in connection with the consummation of the Estrella Acquisition, the Company, as borrower, and its direct and indirect subsidiaries, as guarantors, entered into a $30.0 million second lien term loan credit facilities (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC, a related party, as administrative and collateral agent, and various financial institutions from time-to-time party thereto. The Second Lien Credit Agreement was recorded at is fair value of $26.5 million as of April 17, 2024. The resulting discount is being accreted up to the principal balance over the term of the loan. Additional details regarding the related party are provided in Note 15 — Related Party Transactions.
61
The 2L Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00 %, of which the 6.00 % may be PIK at the Company’s election. During the second quarter of 2024, the Company elected to PIK the 6.00 % spread monthly. The effective interest rate of the 2L Term Loan was 13.41 % as of December 31, 2025.
Beginning May 2027, monthly amortization payments are required equal to 0.8333 % of the initial principal amount of the 2L Term Loan. The Company may voluntarily repay outstanding loans under the Second Lien Credit Agreement at any time, without prepayment premium or penalty.
The Second Lien Credit Agreement is guaranteed by the Company and each of the Company’s direct and indirect subsidiaries, subject to certain exceptions. All obligations under the Second Lien Credit Agreement, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a second priority lien in substantially all of the assets of MediaCo and all of the guarantors’ assets, including a lien on the capital stock of MediaCo.
The Second Lien Credit Agreement contains certain negative covenants with which the Company must comply, as well as financial covenants requiring the Company to maintain minimum liquidity and borrowing base levels and specified cash flow and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) thresholds for various business segments. As of December 31, 2025, the Company was in compliance with all covenants.
The Second Lien Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the Second Lien Credit Agreement are entitled to take various actions, including the acceleration of all amounts due under the Second Lien Credit Agreement and all actions permitted to be taken under the loan documents relating thereto or applicable law.
Subsequent to year-end, the Company entered into amendments to its Second Lien Credit Agreement that waived certain covenant requirements. As of December 31, 2025, the Company was in compliance with all applicable financial covenants.
Series B Preferred Stock
On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, recorded at its fair value at that time of $32.0 million, which is being accreted up to the redemption value balance over the term. The accretion amount is included in Interest expense, net in the Consolidated Statements of Operations.
The Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, the ability of MediaCo to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the Series B Preferred Stock, will be subject to certain restrictions.
The holders of the Series B Preferred Stock are not entitled to voting rights on any matters submitted to the shareholders of the Company. Each Holder of Series B Preferred Stock will have one vote per share on any matter on which Holders of Series B Preferred Stock are entitled to vote separately as a class.
Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to 6.00 % of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment.
The Series B Preferred Stock is not convertible into any other equity securities of the Company. As the Series B Preferred Stock is mandatorily redeemable after seven years and does not contain an equity conversion option, it is classified as a long-term liability.
Warrant Shares
On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001 . Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9 % of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq, unless and until shareholder approval. As such, all Warrant Shares are classified as a liability at their fair value based on the closing price of MediaCo Class A common stock unless and until shareholder approval is obtained. Such approval was obtained on March 6, 2025. See Note 3 - Business Combinations for additional information. Further, in connection with the closing of the equity purchase agreement on May 1, 2025, the Warrants were reclassified to a liability due to the equity clawback feature (See Note 15 for more discussion).
62
On September 8, 2025 the warrant issued in connection with the Company’s acquisition of certain assets of Estrella and its subsidiaries was exercised in exchange for 28,205,938 shares of MediaCo Class A Common Stock, par value $0.01 per share.
Based on amounts outstanding at December 31, 2025, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below:
| Year ended December 31, | First Lien Term Loans | Second Lien Term Loan | Series B Preferred Stock | Total Payments | ||||||||||||||||||||||
| 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| After 2030 | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
8. FAIR VALUE MEASUREMENTS
Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
The following hierarchy classifies the inputs used to determine fair value into three levels:
Level 1 – quoted prices in active markets for identical assets or liabilities.
Level 2 – inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly.
Level 3 – unobservable inputs significant to the fair value measurement.
Recurring Fair Value Measurements
The Class A common stock underlying the warrant shares is publicly traded on the Nasdaq Capital Market under the symbol MDIA. The fair value of the warrant shares is determined based on the closing price of the Company’s Class A common stock as of the measurement date. Accordingly, the warrant shares are classified as Level 1 within the fair value hierarchy. The carrying value of the warrant shares was $0.0 million as of December 31, 2025.
| Level 1 | Level 2 | Level 3 | Total Carrying Value at | |||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Warrant shares | $ | $ | $ | $ | ||||||||||||||||||||||
Non-Recurring Fair Value Measurements
The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 11 — Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 11 for more discussion).
Fair Value of Long-Term Debt and Series B Preferred Stock
First Lien Term Loan
The carrying value of the First Lien Term Loan approximates fair value due to its variable interest rate, which resets periodically based on market conditions. The fair value is classified within Level 2 of the fair value hierarchy, as it is based on observable market inputs, including current interest rates for similar secured, variable-rate instruments.
Second Lien Term Loan
The estimated fair value of the Second Lien Term Loan was determined using a discounted cash flow analysis based on current market interest rates available to the Company for similar second lien debt instruments with comparable maturities, credit risk, and terms, including payment-in-kind (PIK) features. The Company considered observable market data for second lien debt with similar characteristics and adjusted for the instrument-specific features. Based on this analysis, the carrying value of the Second Lien
63
Term Loan approximates its fair value. The fair value of this instrument is classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs, primarily related to market yield assumptions for PIK instruments and credit spreads.
Series B Preferred Stock
On April 17, 2024, the Company issued 60,000 shares of Series B Preferred Stock with a liquidation value of $60.0 million, recorded initially at $32.0 million and accreted over the term to the redemption value. Dividends accrue in-kind at an annual rate of 6 %, subject to potential adjustments upon the occurrence of certain trigger events. The estimated fair value of the Series B Preferred Stock as of December 31, 2025 was determined using a discounted cash flow methodology based on a single expected cash flow at maturity equal to the total contractual redemption amount, including accrued PIK dividends. The cash flow was discounted using estimated market yields for comparable non-convertible, subordinated, mandatorily redeemable preferred instruments with similar credit risk and remaining maturity. Based on this analysis, the estimated fair value as of December 31, 2025 approximates the carrying value.
As of December 31, 2025 and 2024, the fair value for the above instruments approximated carrying value.
The carrying amounts of accounts receivable, accounts payable, accrued expenses, and other current financial instruments approximate fair value due to their short‑term maturities.
Fair Value of Other Financial Instruments
Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts. The Company estimates that the carrying amount of cash and cash equivalents approximates fair value because of the short maturity of these instruments.
9. LEASES
We determine if an arrangement is a lease at inception. We have operating leases for office space, studio space and tower space, expiring at various dates through December 2047 and finance leases for broadcast tower space expiring in March 2029. Some leases have options to extend and some have options to terminate. Operating leases are included in lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our consolidated balance sheets. Finance leases are included in lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in our consolidated balance sheets.
Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease, which we treat as exercised when it is reasonably certain and there is a significant economic incentive to exercise that option.
We elected not to apply the recognition requirements of ASC 842, “Leases”, to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, we recognized lease payments in the consolidated statements of operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. We elected this policy for all classes of underlying assets. Short-term lease expense for the years ended December 31, 2025 and 2024 were not
Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. Finance lease expense is composed of the depreciation of the lease asset and accretion of the lease liability and presented as part of Depreciation and amortization expense and Interest expense, respectively, in the consolidated statements of operations. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. Variable lease payments for the years ended December 31, 2025 and 2024 were not
On April 17, 2024, as part of the acquisition of certain assets of Estrella, the Company received favorable leaseholds interests of $7.4 million that were included in the Operating lease right of use assets acquired.
64
The impact of operating leases to our consolidated financial statements was as follows:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating lease cost | $ | $ | |||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Weighted average remaining lease term - operating leases (in years) | |||||||||||
| Weighted average discount rate - operating leases | % | % | |||||||||
The impact of finance leases to our consolidated financial statements was as follows:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Finance lease cost | $ | $ | |||||||||
| Cash flows from finance leases | $ | $ | |||||||||
| Weighted average remaining lease term - finance leases (in years) | |||||||||||
| Weighted average discount rate - finance leases | % | % | |||||||||
As of December 31, 2025, the annual minimum lease payments of our operating and finance lease liabilities were as follows:
| Year ended December 31, | Operating Leases | Finance Leases | |||||||||
| 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| After 2030 | |||||||||||
| Total lease payments | |||||||||||
| Less: imputed interest | ( | ( | |||||||||
| $ | $ | ||||||||||
65
10. PROPERTY AND EQUIPMENT, NET
As of December 31, 2025 and 2024, property and equipment, net consisted of the following:
| December 31, 2025 | December 31, 2024 | ||||||||||
| PROPERTY AND EQUIPMENT: | |||||||||||
| Land and buildings | $ | $ | |||||||||
| Leasehold improvements | |||||||||||
| Broadcasting equipment | |||||||||||
| Office equipment, computer equipment, software and automobiles | |||||||||||
| Construction in progress | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Total property and equipment, net | $ | $ | |||||||||
Depreciation expense for the years ended December 31, 2025 and 2024 was $3.8 million and $2.7 million, respectively.
11. INTANGIBLE ASSETS AND GOODWILL
As of December 31, 2025 and 2024, intangible assets, net and Goodwill, consisted of the following:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Goodwill | $ | $ | |||||||||
| Indefinite-lived intangible assets: | |||||||||||
| FCC Licenses | $ | $ | |||||||||
| Definite-lived intangible assets: | |||||||||||
| Customer relationships | |||||||||||
| Software | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company reviews intangible assets at least annually for impairment. In connection with any such review, if the recorded value of intangible assets is greater than its fair value, they are written down and charged to results of operations. FCC licenses are renewed every eight years at a nominal cost, and historically our FCC licenses have been renewed at the end of their respective eight-year periods. Since we expect that our FCC licenses will continue to be renewed in the future, we believe they have indefinite lives.
Impairment Testing
When indicators of impairment are present, the Company will perform an interim impairment test. We will perform additional interim impairment assessments whenever triggering events suggest such testing for the recoverability of these assets is warranted. During the years ended December 31, 2025 and 2024, the Company recognized an for Goodwill of $19.9 million and zero , and $3.2 million and zero related to intangible assets, respectively.
Valuation of Indefinite-lived Broadcasting Licenses
Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses both the income approach and the market approach method in its impairment testing. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license.
66
Major assumptions involved in this analysis include market revenue, market revenue growth rates, EBITDA margin, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration the current economic conditions. Under the market method, the Company uses recent sales of comparable radio and television stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. The market method is only utilized by the Company when it is determined that recent sales of comparable stations provide an accurate market comparison. When evaluating our radio and television broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30.
Below are some of the key assumption ranges used in our income method annual impairment assessments for our FCC licenses. The long-term growth rates in the markets in which we operate are based on recent industry trends and our expectations for the market going forward.
| December 31, 2025 | October 1, 2025 | October 1, 2024 | |||||||||||||||
| Discount Rate | |||||||||||||||||
| Long-term Revenue Growth Rate | ( | ||||||||||||||||
| Mature Market Share | |||||||||||||||||
| Operating Profit Margin | |||||||||||||||||
As of December 31, 2025 and 2024, the carrying amount of the Company’s FCC licenses was $162.8 million and $166.0 million, respectively.
Goodwill
As of December 31, 2025 the carrying amount of the Company’s Goodwill was $8.4 million; allocated to our Video Segment and zero allocated to our Audio Segment. As of December 31, 2024, $8.4 million was allocated to our Video Segment and $19.9 million was allocated to our Audio Segment.
Goodwill is tested for impairment at least annually in accordance with ASC Topic 350, Intangibles—Goodwill and Other, and more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company performs its annual goodwill impairment test as of October 1. Goodwill is tested for impairment at the reporting unit level, which is defined as our business segment or a level below the business segment when discrete financial information is available and segment management regularly reviews the operating results.
During the current period, the Company performed a quantitative goodwill impairment assessment for each reporting unit. The quantitative assessment compares the fair value of each reporting unit to its respective carrying value. Fair value was estimated using an income and market based approach on a going concern basis in the context of a potential asset sale transaction. Under the income approach, fair value was determined by projecting net free cash flows of the reporting unit and discounting those cash flows to present value. Under the market approach, fair value was estimated by applying selected market multiples to the reporting unit’s cash flows. The market multiples used were derived from peer company comparisons, analyst reports, and recent market transactions.
If the carrying value of a reporting unit exceeds its estimated fair value, an impairment charge is recognized for the amount of the excess in the statement of operations. As of October 1, 2025, the Company performed a qualitative assessment for its audio and video reporting units and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount. Due to a significant decline in the Company’s stock price during the fourth quarter of 2025, the Company identified a triggering event and performed quantitative impairment tests as of December 31, 2025 for both reporting units. Based on the quantitative impairment analysis performed as of December 31, it was determined that the audio segment goodwill was by $19.9 million, while the video segment was not impaired.
Definite-lived Intangibles
The following table presents the weighted-average remaining useful life at December 31, 2025 and gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Weighted Average Remaining Useful Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Software | |||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
67
The software was developed internally by our radio operations and represents our updated websites and mobile applications, which offer increased functionality and opportunities to grow and interact with our audience. They cost $1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively. The customer relationships and time brokerage agreements (Other) were acquired as part of the Estrella Acquisition. In accordance with ASC 360, the Company evaluated its property and equipment and definite-lived intangible assets for recoverability by comparing the projected undiscounted cash flows expected to be generated by the related asset groups to their carrying values. Based on this assessment, the projected undiscounted cash flows exceeded the carrying values of the respective asset groups, and therefore no impairment charges were recognized for these assets.
Total amortization expense from definite-lived intangibles for the years ended December 31, 2025 and 2024, was $3.0 million and $2.5 million, respectively. The Company estimates amortization expense each of the next five years as follows:
| Year ended December 31, | Amortization Expense | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| After 2030 | ||||||||
| Total | $ | |||||||
12. PROGRAMMING RIGHTS
Program rights expected to be amortized to expense in the following 12-month period are classified as current assets and program rights payable within the following 12-month period are classified as current liabilities. Long-term program rights assets are classified as noncurrent acquired programming rights. The Company did not have any long-term program rights liabilities as of December 31, 2025. All program rights payables are included in accounts payable and accrued expenses as of December 31, 2025. Amortization expense for the years ended December 31, 2025 and 2024, was $1.1 million and $2.7 million, respectively, which is included in operating expenses. These programming rights were primarily related to one agreement which was terminated in February 2025. The Company evaluates programming rights for impairment whenever indicators of loss are present. No impairment was recorded during the periods presented.
The Company estimates future amortization expense as follows:
| Year ending December 31, | Amortization Expense | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Sublicense Agreement
On July 3, 2025, the Company entered into a three-year sublicense agreement with a programming syndicate to obtain non-exclusive Spanish-language broadcast and distribution rights to certain live sporting events. The sublicense covers the 2025-26, 2026-27, and 2027-28 seasons within the United States and Canada. Under the agreement, the syndicate provides the live clean feeds of these sporting events and related highlights, and the Company is permitted to air and monetize such programming across its linear and digital platforms.
The Company is obligated to pay fixed license fees totaling $7.2 million over the term of the contract, payable in monthly installments during each season. Additional consideration is due for playoff events and for per-event production services. The Company also agreed to provide the syndicate $1.0 million per season of promotional airtime, measured at fair value, in lieu of cash consideration. The sublicense expires following completion of the 2027-28 season and is non-renewable except by mutual agreement. License fees expensed were $0.9 million, production costs expensed were $0.8 million and promotional airtime expenses were zero , for the year ended December 31, 2025.
Future minimum license fee commitments under the sublicense agreement are as follows:
68
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total remaining future license commitments | $ | |||||||
13. OTHER COMMITMENTS AND CONTINGENCIES
Commitments
The Company has various commitments under contracts that include purchase obligations, programming agreements and employment agreements with annual commitments. The Company enters into purchase obligations related to contracts for television and radio advertising sales, software development, and cloud-based services, programming agreements that are non-cancelable with fixed payments for broadcaster expense allowances and network revenue stream fees, as well as employment agreements for on-air talent.
As of December 31, 2025, the Company's future minimum payments under non-cancelable contracts in excess of one year and employment/talent contracts consist of the following:
| Year ended December 31, | Non-Cancelable Contracts | Employment/Talent Contracts | ||||||||||||
| 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total | $ | $ | ||||||||||||
In addition to fixed payments, the programming agreements also provide for variable payments based on a contractual profit split and Broadcaster preference payments. Because these amounts are variable and not fixed or determinable, they are not included in the table above. Variable payments are recognized as incurred in accordance with the terms of the agreements.
Litigation
14. INCOME TAXES
Income (loss) before provision for income taxes, by tax jurisdiction, was as follows, during the year ended December 31, 2025 and 2024:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| United States | $ | ( | $ | ( | |||||||
69
The provision for income taxes for the years ended December 31, 2025 and 2024, consisted of the following:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Current: | |||||||||||
| Federal | $ | $ | |||||||||
| State | |||||||||||
| Total current | |||||||||||
| Deferred: | |||||||||||
| Federal | |||||||||||
| State | ( | ( | |||||||||
| Total deferred | |||||||||||
| Provision for income taxes | $ | $ | |||||||||
Cash paid for income taxes, net of refunds, during the year ended December 31, 2025 and 2024 was as follows:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| U.S. Federal income taxes, net | $ | $ | |||||||||
| State and local income taxes, net | |||||||||||
| Total cash paid for income taxes | $ | $ | |||||||||
Our federal and state income tax payments, net of refunds, were $0.1 million in 2025, attributable solely to Texas and zero in 2024.
70
A reconciliation of the provision for income taxes to the amount computed by applying the 21.0 % statutory U.S. federal income tax rate to the income before income taxes after the adoption of ASU 2023-09 is as follows:
| Year ended December 31, 2025 | |||||||||||
| Amount | Percent | ||||||||||
| Computed income taxes at the statutory rate | $ | ( | % | ||||||||
| Other Perm | ( | % | |||||||||
| Warrant Liability - Mark-to-market change | ( | % | |||||||||
| Nondeductible Interest Expense | ( | % | |||||||||
| Change in Valuation Allowance | ( | % | |||||||||
| Uncertain Tax Positions | ( | % | |||||||||
| State Income Tax | % | ||||||||||
| Other | ( | % | |||||||||
| $ | ( | % | |||||||||
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to the income before income taxes for the year prior to the adoption of ASU 2023-09 is as follows:
| Year Ended December 31, | |||||||||||
| 2024 | |||||||||||
| Federal statutory income tax rate | 21 | % | |||||||||
| Computed income tax provision at federal statutory rate | $ | ( | |||||||||
| State income tax | ( | ||||||||||
| Uncertain tax position | |||||||||||
| Mark-to-market change on warrants | ( | ||||||||||
| Nondeductible interest | |||||||||||
| Other nondeductible expenses | |||||||||||
| Equity based compensation | ( | ||||||||||
| Valuation allowance | |||||||||||
| Other | |||||||||||
| Provision for income taxes | $ | ||||||||||
The final determination of our income tax liability may be materially different from our income tax provision. Significant judgment is required in determining our provision for income taxes. Our calculation of the provision for income taxes is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. In addition, our income tax returns are subject to periodic examination by the Internal Revenue Service and other taxing authorities. As of December 31, 2025, the Company had no open income tax examinations.
71
The components of deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024, were as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Deferred tax assets: | |||||||||||
| Intangible assets | $ | $ | |||||||||
| Lease liability | |||||||||||
| Interest deduction carryforward | |||||||||||
| Stock compensation | |||||||||||
| Net operating losses | |||||||||||
| Property and equipment | |||||||||||
| Other | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Total deferred tax assets | |||||||||||
| Deferred tax liabilities | |||||||||||
| Indefinite-lived intangible assets | ( | ( | |||||||||
| Right of use asset | ( | ( | |||||||||
| Property and equipment | ( | ||||||||||
| Total deferred tax liabilities | ( | ( | |||||||||
| Net deferred tax liabilities | $ | ( | $ | ( | |||||||
A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset (“DTA”) will not be realized. The Company has considered future taxable income and ongoing prudent and feasible tax-planning strategies in assessing the need for the valuation allowance. As of December 31, 2025 and 2024, the Company recorded a valuation allowance against its DTAs, because the Company's management determined that it was more likely than not that certain assets would not be fully realized.
The Company records certain deferred tax liabilities (“DTLs”) related to indefinite-lived intangibles that are not expected to reverse during the carry-forward period. These DTLs can be considered a source of future taxable income to support realization of net operating losses (“NOLs”) that do not expire and DTAs that upon reversal would give rise to NOLs that do not expire. With this consideration, the total valuation allowance recorded at December 31, 2025 and 2024, was $45.7 million and $33.0 million, respectively, resulting in a net $3.0 million and $2.9 million DTL, respectively. The change in valuation allowance from $33.0 million to $45.7 million is primarily the result of additional NOLs and DTAs generated in 2025.
As of December 31, 2025, the Company has $70.5 million of federal NOLs and $68.5 million of state NOLs available to offset future taxable income. The federal NOLs do not expire. Certain state NOL carryforwards begin expiring in the year ending December 2039.
Accounting Standards Codification paragraph 740-10 clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of December 31, 2025 and 2024 the estimated value of the Company's net uncertain tax positions was approximately $7.7 million and $0.4 million, respectively, all of which is reported as a noncurrent liability. The following is a tabular reconciliation of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Gross unrecognized tax benefit - opening balance | $ | $ | |||||||||
| Gross increases - tax position prior year | |||||||||||
| Gross increases - tax position current year | |||||||||||
| Decreases relating to settlement with taxing authorities | |||||||||||
| Gross decreases - lapse of applicable statute of limitation | |||||||||||
| Gross unrecognized tax benefit - ending balance | $ | $ | |||||||||
72
All of the unrecognized tax benefits as of December 31, 2024, if recognized, would reduce the Company’s provision for income taxes. Of the $7.7 million of unrecognized tax benefits as of December 31, 2025, $1.8 million, if recognized, would reduce the Company’s provision for income taxes. Due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities that could be different from this estimate. In such case, the Company will record additional tax expense or tax benefit in the tax provision, or reclassify amounts on the accompanying consolidated balance sheets in the period in which such matter is effectively settled with the taxing authority.
The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the uncertain tax positions noted above, the Company accrued $165 thousand of interest and $489 thousand of penalties during the current year.
15. RELATED PARTY TRANSACTIONS
Estrella Put Right and Equity Clawback
On March 6, 2025, the shareholders of MediaCo approved the Proposal and the Put Right became exercisable for 7,051,538 shares of Class A common stock.
On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100 % of the equity interests of Estrella and certain subsidiaries of Estrella. As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company. In connection with the Put Right and the previously executed Asset Purchase Agreement related to the acquisition of Estrella’s assets, the Company entered into an equity purchase agreement on May 1, 2025, that includes certain clawback provisions applicable to HPS, including parties that are considered related parties of the Company.
Pursuant to these provisions, under specified circumstances defined in the equity purchase agreement and the Asset Purchase Agreement, including the occurrence of certain losses or other financial obligations incurred by the Company in connection with the Estrella transactions, the Company may have the right to require such investors to return or forfeit a portion of the equity interests previously issued to them. In addition, certain debt instruments issued in connection with the transaction may also be subject to similar clawback or repayment provisions.
The potential exercise of these clawback provisions could result in the reduction or cancellation of equity interests held by such related party investors and the repayment or forfeiture of related debt obligations. The magnitude and timing of any such clawback would depend on the occurrence and amount of qualifying losses or obligations as defined in the applicable agreements and could be material to the Company’s consolidated financial statements. During 2025, as a result of the increase in the uncertain tax position and corresponding interest and penalties described in Note 14, the Company reduced equity by $7.9 million pursuant to the equity clawback feature. As of December 31, 2025, $7.9 million of equity interests were subject to clawback, while no debt instruments have been subject to clawback. See Note 1 — Summary Of Significant Accounting Policies.
Convertible Promissory Note
On November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amounts of $5.0 million. Through December 31, 2023, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balance outstanding as of December 31, 2024 was $6.5 million. The Emmis Convertible Promissory Note matured on November 25, 2024 and was settled in cash.
The Company recognized interest expense of $0.8 million related to the Emmis Convertible Promissory Note for the year ended December 31, 2024.
Convertible Preferred Stock
On December 13, 2019, in connection with the purchase of Fairway, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. In April 2024, all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo Class A common stock.
Prior to being converted, the MediaCo Series A preferred stock ranked senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment that established the terms of the Series A preferred stock, issued and outstanding shares of MediaCo Series A preferred stock accrued cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock), or if no senior debt is outstanding, 6 %, plus additional increases of 1 % on December 12, 2020 and each anniversary thereof.
Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $0.0 million and $0.9 million for the years ended December 31, 2025 and 2024.
73
Second Lien Term Loan
On April 17, 2024, in connection with the consummation of the Estrella Acquisition, the Company entered into a $30.0 million second lien term loan credit facility (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC (“HPS”), as administrative and collateral agent, and certain financial institutions affiliated with HPS. HPS is a significant shareholder of the Company and, as such, the Second Lien Credit Agreement constitutes a related-party transaction.
The Second Lien Credit Agreement was recorded at its fair value of $26.5 million on April 17, 2024, and will be accreted up to its principal balance over the term of the loan. The 2L Term Loan bears interest at a rate of SOFR + 6.00 %, which may be paid-in-kind (“PIK”) at the Company’s election. During 2024, the Company elected to PIK the 6.00 % spread monthly. Interest expense recognized on the 2L Term Loan, including both cash and PIK interest, totaled approximately $3.3 million and $2.4 million for the years ended December 31, 2025 and 2024, respectively. The outstanding balance owed to HPS as of December 31, 2025, was $30.4 million, inclusive of PIK interest accreted to principal.
Additional details regarding the Second Lien Credit Agreement are provided in Note 7 — Long-Term Debt, Warrants, And Series B Preferred Stock.
Consulting Agreements & Other Activity
In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $125 per hour. One of the agreements, billed at a rate of $8,400 per month expired on May 31, 2024. Two of the agreements billed at rates of $6,000 and $12,000 per month were extended through September 30, 2024. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. For the year ended December 31, 2024, $0.4 million, of fees were incurred related to these agreements. These agreements were terminated as of September 30, 2024.
In March 2024, we made payments of $15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO.
On October 29, 2024, the Company and Standard Media Group LLC (“SMG”) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”). Under the Leasing Agreement, the Company will obtain the services of several SMG employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. The Leasing Agreement is an at-cost arrangement, with the Company paying only for a percentage of the actual cost of employing each leased employee, with no markup or service fees above the Company’s share of the actual fully-loaded cost of each leased employee. For the years ended December 31, 2025 and 2024, $0.7 million and $0.2 million of fees were incurred related to this agreement, none of which were paid as of December 31, 2025.
On April 17, 2025, the Company and Paducah Television Operations LLC (“PTO”), a subsidiary of SMG, entered into a Support Agreement, effective as of April 17, 2025 (the “PTO Support Agreement”) and continues for a term of six months unless terminated earlier by either party with 30 days written notice. On November 5, 2025, an amendment was entered into to extend the term of this agreement for an additional 12 months. Under the PTO Support Agreement, the Company will provide operational support to PTO, including, but not limited to, finance and legal assistance, human resources, sales, and production of certain marketing materials. In return for providing these services, the Company will receive payment at the mutually agreed upon rate. For the year ended December 31, 2025, $3.3 million of fees were earned related to this agreement and were recorded in other income on the condensed consolidated statements of operations. $0.8 million of these fees were still owed to the Company as of December 31, 2025.
16. SEGMENT INFORMATION
The Company and the chief operating decision maker (“CODM”) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting. The Company’s CODM is the Chief Executive Officer. The CODM primarily uses operating income (loss) to evaluate the financial performance of each segment, assess operating efficiency and profitability, and compare across segments. This measure is also used by the CODM to make decisions regarding the allocation of resources, including capital expenditures, programming and content investments, marketing initiatives, and headcount. We currently manage our operations through two
The Company’s Audio Segment includes both MediaCo’s and Estrella’s radio stations serving New York City, NY, Los Angeles, CA, Houston, TX, and Dallas, TX demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers. The Audio Segment derives revenues primarily from radio and digital advertising sales, but also generates revenues from events, including sponsorships and ticket sales, licensing, and syndication.
The Company’s Video Segment includes Estrella’s television stations offering a unique aggregation of Spanish-language programming, including originals, topical entertainment, reality, news, and comedy. The Video Segment’s revenue is primarily derived from television and digital advertising. The Company’s television stations serve Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.
74
These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses, including transaction costs are not allocated to reportable segments. The Company’s segments operate exclusively in the United States.
The accounting policies as described in the Summary Of Significant Accounting Policies included in Note 1 to these consolidated financial statements, are applied consistently across segments.
| Year Ended December 31, 2025 | Audio | Video | Consolidated | ||||||||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||||||||
| Operating expenses excluding depreciation and amortization expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
| Segment operating loss | $ | ( | $ | ( | $ | ( | |||||||||||||||||
Corporate and other(1) | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Change in fair value of warrant shares liability | |||||||||||||||||||||||
| Impairment of Goodwill and Intangibles | |||||||||||||||||||||||
| Other income | ( | ||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||
| Year Ended December 31, 2024 | Audio | Video | Consolidated | ||||||||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||||||||
| Operating expenses excluding depreciation and amortization expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
| Segment operating loss | $ | ( | $ | ( | $ | ( | |||||||||||||||||
Corporate and other(1) | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Change in fair value of warrant shares liability | ( | ||||||||||||||||||||||
| Other income | ( | ||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||
| Total Assets | Audio | Video | Corporate and other (3) | Consolidated | ||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Corporate and other is not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions. As of December 31, 2025 the primary components of these expenses consist of $ | ||||||||||||||||||||||||||
(2) Other segment items include gain/loss on disposal of assets. | ||||||||||||||||||||||||||
(3) Corporate and other is not an operating segment. Corporate and other assets primarily include cash and cash equivalents. | ||||||||||||||||||||||||||
17. SUBSEQUENT EVENTS
The Company evaluated subsequent events from December 31, 2025 through the date these financial statements were issued and except for those noted below has noted no subsequent events after December 31, 2025 for which disclosure is required.
On February 27, 2026, the Company executed an amendment to an existing lease agreement. The modification resulted in a remeasurement of the related lease liability and right-of-use (“ROU”) asset. As a result of this remeasurement, both the lease liability and the ROU asset were reduced; however, the decrease in the lease liability exceeded the reduction in the ROU asset.
75
Accordingly, the Company recognized a gain associated with the lease modification for the excess of the liability reduction over the asset reduction. This gain will be reflected in the Company’s consolidated statement of operations in the period ending after February 27, 2026.
Subsequent to year-end, the Company obtained an amendment that extended the maturity of $5.0 million of its First Lien Credit Agreement debt previously due in May 2026 to July 2026.
Additionally, subsequent to year-end, the Company entered into amendments to its First Lien Credit Agreement and Second Lien Credit Agreement that waived certain covenant requirements.
Management evaluated this event as a non-recognized subsequent event as of the reporting date and has disclosed it herein in accordance with applicable accounting guidance.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
(b) Changes in Internal Control over Financial Reporting
During the quarterly period as of the end of the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
(c) Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to the material weakness described below.
We did not design and maintain effective controls over the accounting for the Company’s business combination with Estrella, along with subsequent accounting considerations. This included lack of appropriate oversight of third-party valuation specialists and insufficient design and implementation of controls over the completeness and accuracy of data and certain assumptions used in the valuation of goodwill and intangible assets and other acquired assets and assumed liabilities. We also did not maintain sufficiently competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations and subsequent accounting considerations.
Remediation Plan for Material Weakness
Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above. The Company began remediation efforts to address the material weakness and continued those efforts throughout the year ended December 31, 2025. The remediation efforts include:
•Hiring additional competent and qualified technical accounting and financial reporting personnel with appropriate knowledge and experience of U.S. GAAP and SEC financial reporting requirements;
76
•Training of new personnel and existing personnel in new roles on proper execution of designed control procedures;
•Designing and implementing controls over nonroutine and complex transactions, including reviews of third-party specialist work and information used in the operation of the controls; and
•Engaging third party experts to assist in analyzing and concluding on complex accounting matters.
The material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate. If not remediated, the material weakness could result in material misstatements to our annual or interim consolidated financial statements that may not be prevented or detected on a timely basis or result in a delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.
While these changes are intended to improve the Company’s internal control over financial reporting and are reasonably likely to materially affect such controls, the material weakness described above was not fully remediated as of December 31, 2025. The additional controls and procedures have not yet operated for a sufficient period of time for management to conclude, through testing, that they are effective. Other than the changes described above, there were no additional changes in the Company’s internal control over financial reporting during the fourth quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Pursuant to Item 308(b) of Regulation S-K, management’s report is not subject to attestation by our independent registered public accounting firm because the Company is neither an “accelerated filer” nor a “large accelerated filer” as those terms are defined by the SEC.
ITEM 9B. OTHER INFORMATION
None of the Company's directors and officers adopted , modified or terminated
During the fourth quarter of fiscal year 2025, the Company reported that Andrew Glaze , Director , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the “Plan”). The Plan was adopted on November 17, 2025 .
The trading plan provides for the potential sale of up to 171,205 shares of the Company’s common stock. Sales may commence beginning 90 days after adoption and may occur over multiple designated sale periods. Any shares not sold during a designated sale period will not be eligible for sale in any subsequent sale period. The plan will terminate upon the earlier of the completion of all authorized sales or its expiration or termination in accordance with its terms.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
77
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item with respect to directors or nominees to be directors of MediaCo is incorporated by reference from the sections entitled “Proposal 1: Election of Directors,” “Delinquent Section 16(a) Reports,” “Corporate Governance – Certain Committees of the Board of Directors,” and “Corporate Governance – Code of Ethics” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies. Information about executive officers of MediaCo or its affiliates who are not directors or nominees to be directors is presented in Part I under the caption “Information about our Executive Officers.”
The Company has an Amended and Restated Securities Trading Policy that governs transactions in our securities by our directors, officers, and employees, as well as temporary employees, independent consultants and contractors, and promote compliance with the laws and rules applicable thereto. The Amended and Restated Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the sections entitled “Corporate Governance – Compensation of Directors,” and “Executive Compensation” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference from the section entitled “Security Ownership of Beneficial Owners and Management” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our 2021, 2020, and 2025 Equity Compensation Plans as of December 31, 2025. Our shareholders have approved these plans.
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | |||||||||||||||
| Plan Category | (A) | (B) | (C) | ||||||||||||||
| Class A common stock | |||||||||||||||||
| Equity Compensation Plans | |||||||||||||||||
| Approved by Security Holders | 486,717 | $ | 0.77 | 455,275 | |||||||||||||
| Equity Compensation Plans | |||||||||||||||||
| Approved by Security Holders | — | — | 5,000,000 | ||||||||||||||
| Total | 486,717 | $ | 0.77 | 5,455,275 | |||||||||||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference from the sections entitled “Corporate Governance – Independent Directors” and “Corporate Governance – Transactions with Related Persons” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our independent registered public accounting firm is Deloitte & Touche LLP, Charlotte, NC, PCAOB ID 34 .
The information required by this item is incorporated by reference from the section entitled “Matters Relating to Independent Registered Public Accountants” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
78
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements
The financial statements filed as a part of this report are set forth under Item 8.
Financial Statement Schedules
No financial statement schedules are required to be filed with this report.
Exhibits
The following exhibits are filed or incorporated by reference as a part of this report:
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||
| 1.1 | 8-K | 1.1 | 12/13/2024 | |||||||||||||||||||||||||||||||||||
| 2.1* | 8-K | 2.1 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 2.2 | X | |||||||||||||||||||||||||||||||||||||
| 3.1 | 10-KT | 12/31/2019 | 3.1 | 3/27/2020 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 3.1 | 3/27/2023 | |||||||||||||||||||||||||||||||||||
| 3.3 | 8-K | 3.1 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 3.4 | 10-K | 12/31/2021 | 3.2 | 3/24/2022 | ||||||||||||||||||||||||||||||||||
| 4.1 | 10-KT | 12/31/2019 | 4.1 | 3/27/2020 | ||||||||||||||||||||||||||||||||||
| 4.2 | 8-K | 4.1 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.1* | 8-K | 10.1 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.2† | Definitive Proxy | Ex. A | 4/2/2021 | |||||||||||||||||||||||||||||||||||
| 10.3 | 8-K | 10.8 | 11/27/2019 | |||||||||||||||||||||||||||||||||||
| 10.4† | 10-Q | 6/30/2020 | 10.2 | 8/14/2020 | ||||||||||||||||||||||||||||||||||
| 10.5 | 8-K | 10.2 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.6 | 8-K | 10.3 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
79
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||
| 10.7 | 8-K | 10.4 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.8 | 8-K | 10.5 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.9 | 10-Q | 10.6 | 9/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.10 | 10-Q | 10.7 | 9/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.11 | 10-Q | 10.8 | 9/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.12 | 8-K | 10.1 | 9/16/2024 | |||||||||||||||||||||||||||||||||||
| 10.13 | 8-K | 10.2 | 9/16/2024 | |||||||||||||||||||||||||||||||||||
| 10.14† | 8-K | 99.1 | 10/7/2024 | |||||||||||||||||||||||||||||||||||
| 10.15 | 8-K | 99.2 | 10/7/2024 | |||||||||||||||||||||||||||||||||||
| 10.16 | 8-K | 10.1 | 10/30/2024 | |||||||||||||||||||||||||||||||||||
| 10.17† | Definitive Proxy | Ex. A | 6/27/2025 | |||||||||||||||||||||||||||||||||||
| 10.18† | X | |||||||||||||||||||||||||||||||||||||
| 10.19† | X | |||||||||||||||||||||||||||||||||||||
| 19 | 10-K | 12/31/2024 | 19 | 4/15/2025 | ||||||||||||||||||||||||||||||||||
| 21 | X | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
80
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||
| 32.1 | X | |||||||||||||||||||||||||||||||||||||
| 32.2 | X | |||||||||||||||||||||||||||||||||||||
| 97† | 10-K | 12/31/2023 | 97 | 4/1/2024 | ||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | X | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||||||||||||||||||||||||||||||
+ The Registrant will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
† Constitutes a management contract or compensatory plan or arrangement.
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.
ITEM 16. FORM 10-K SUMMARY
None.
81
Signatures.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MEDIACO HOLDING INC. | ||||||||
Date: March 31, 2026 | By: | /s/ Alberto Rodriguez | ||||||
| Alberto Rodriguez | ||||||||
| Chief Executive Officer and President (Principal Executive Officer) | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | |||||||||||||
Date: March 31, 2026 | /s/ Alberto Rodriquez | Chief Executive Officer and President | ||||||||||||
| Alberto Rodriguez | (Principal Executive Officer) | |||||||||||||
Date: March 31, 2026 | /s/ Debra DeFelice | Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||||
| Debra DeFelice | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
Date: March 31, 2026 | /s/ Jacqueline Hernández | Director | ||||||||||||
Jacqueline Hernández | ||||||||||||||
Date: March 31, 2026 | /s/ Colbert Cannon | Director | ||||||||||||
Colbert Cannon | ||||||||||||||
Date: March 31, 2026 | /s/ Andrew P. Glaze | Director | ||||||||||||
| Andrew P. Glaze | ||||||||||||||
Date: March 31, 2026 | /s/ Robert L. Greene | Director | ||||||||||||
| Robert L. Greene | ||||||||||||||
Date: March 31, 2026 | /s/ Mary Beth McAdaragh Riggio | Director | ||||||||||||
| Mary Beth McAdaragh Riggio | ||||||||||||||
Date: March 31, 2026 | /s/ Deborah McDermott | Director | ||||||||||||
| Deborah McDermott | ||||||||||||||
Date: March 31, 2026 | /s/ Brett Pertuz | Director | ||||||||||||
| Brett Pertuz | ||||||||||||||
Date: March 31, 2026 | /s/ Amit Thakrar | Director | ||||||||||||
| Amit Thakrar | ||||||||||||||
82
Execution Version 66214882 EQUITY PURCHASE AGREEMENT This EQUITY PURCHASE AGREEMENT, dated as of February 7, 2025 (this “Agreement”), is by and among (i) MediaCo Operations LLC, a Delaware limited liability company (together with its successors and assigns, “Purchaser”), (ii) solely for purposes of Section 2.1 and Section 8.19 hereof, MediaCo Holding Inc., an Indiana corporation (“Parent”), (iii) SLF LBI Aggregator, LLC, a Delaware limited liability company (“Seller”), (iv) Estrella Broadcasting, Inc., a Delaware corporation (“Estrella Broadcasting”), (v) Estrella Media, Inc., a Delaware corporation (the “Company”), (vi) each of Estrella Radio Broadcasting of California LLC, a California limited liability company, Estrella Radio Broadcasting of Houston LLC, a Delaware limited liability company, Estrella Television of Houston LLC, a Delaware limited liability company, Estrella Television LLC, a California limited liability company, Estrella Television of Dallas LLC, a Delaware limited liability company, and Estrella Radio Broadcasting of Dallas LLC, a Delaware limited liability company (each, together with its successors and permitted assigns, a “Company Subsidiary”), (vii) Estrella KRCA Television LLC, a California limited liability company (“KRCA”), and (viii) each of Estrella Radio License of California LLC, a California limited liability company, Estrella Radio License of Houston LLC, a Delaware limited liability company, Estrella Television License of Houston LLC, a Delaware limited liability company, Estrella Television License LLC, a California limited liability company, and Estrella Radio License of Dallas LLC, a Delaware limited liability company, and Estrella Television License of Dallas LLC, a Delaware limited liability company (each, together with its successors and permitted assigns, a “LicenseCo Subsidiary”; Estrella Broadcasting and the Company, together with each Company Subsidiary, KRCA, and each LicenseCo Subsidiary, collectively, the “Grantor Parties”; the Grantor Parties, together with Parent and Purchaser are referred to herein as the “Parties” and each a “Party”). RECITALS WHEREAS, Seller directly owns 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of Estrella Broadcasting; WHEREAS, Estrella Broadcasting directly or indirectly owns 100% of the issued and outstanding equity interests of the Company and each Company Subsidiary (“Equity Interests”) as described on Schedule 2 hereto, and a Company Subsidiary (directly or indirectly through KRCA) owns 100% of the issued and outstanding equity interests of each LicenseCo Subsidiary as described on Schedule 2 hereto WHEREAS, each LicenseCo Subsidiary holds the FCC Licenses (hereinafter defined) for the television and radio stations listed on Schedule I hereto (the “Stations”) opposite the name of such LicenseCo Subsidiary on such Schedule I; WHEREAS, pursuant to that certain Amended and Restated Option Agreement, dated as of May 17, 2024 (the “Option Agreement”), by and among the parties hereto, the Grantor Parties granted to Purchaser, and Purchaser acquired from the Grantor Parties, the option to purchase each Company Subsidiary;
- 2 - WHEREAS, pursuant to Section 4 of the Option Agreement, on or about December 18, 2024, Purchaser delivered written notice of the exercise of its right to purchase each Company Subsidiary; and WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with the purchase and sale of the Shares (as defined below) on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows: ARTICLE I Definitions 1.1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in Annex A hereto. ARTICLE II Purchase and Sale; Closing 2.1. Purchase and Sale of Equity. Upon the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties hereinafter set forth, at the Closing (as defined below), Seller shall sell, assign, transfer and deliver the Shares to Purchaser, free and clear of all liens, claims and encumbrances of any character (“Liens”) (except for Liens for taxes not yet due and payable or being contested in good faith by appropriate proceedings and transfer restrictions under applicable securities laws), and, in exchange therefor, Purchaser shall accept the delivery of the Shares and deliver to the assignee of the Company under Section 2.3, on behalf of itself and the other Grantor Parties, the Purchase Price (the foregoing, the “Equity Purchase”). Parent shall comply with the terms of this Section 2.1, including by, in connection with the Closing, contributing to Purchaser the applicable securities comprising the Purchase Price payable at the Closing. The Company shall execute and deliver any and all documentation required to give effect to the Equity Purchase, including the deliveries set forth in Section 6.3(a). 2.2. Closing. The closing of the Equity Purchase (the “Closing”) shall take place remotely via the electronic exchange of documentation and signatures between the Parties (via electronic transmission or other similar means for exchanging documentation) no later than ten (10) Business Days after the satisfaction or, to the extent permissible by law, the waiver (by the party for whose benefit the closing condition is imposed) of, the conditions specified in Sections 6.1 and 6.2 hereof. Alternatively, the Closing may take place at such other place, time or date as the parties may mutually agree upon in writing. The date that the Closing occurs shall be referred to herein as the “Closing Date”. 2.3. Direction and Contribution. The Parties acknowledge and agree that the HPS Lenders are entitled to receive the Purchase Price from the Company in respect of the HPS Lenders’ interests under the Company Term Loan Agreement (as defined in the Purchase Agreement) (the deemed transfers in respect of such entitlement, the “Company Transfer”) and
- 3 - that the HPS Lenders have and do direct and contribute their entitlements in respect of the Purchase Price to Seller immediately upon the Closing and the effectiveness of the Company Transfer, such that Purchaser shall deliver the Purchase Price to and for the account of Seller by direction of the HPS Lenders at the Closing, without any further action by any of the Parties. ARTICLE III Representations and Warranties of the Grantor Parties The Grantor Parties hereby represent and warrant to Purchaser as follows: 3.1. Organization and Power. Each Grantor Party has the power and authority and full legal capacity to enter into and to perform its obligations under this Agreement. Each Grantor Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The execution, delivery and performance of this Agreement by each Grantor Party has been duly authorized and this Agreement constitutes a valid and binding obligation of each Grantor Party enforceable against such Grantor Party in accordance with it terms, subject to (a) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general equitable principles, whether considered in a proceeding at law or equity (together, (a) and (b), the “Remedies Exceptions”). 3.2. Capitalization; Title to Equity Interests. (a) The authorized capital stock of Estrella Broadcasting consists of (i) 666,667 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and (ii) 480,805 shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock” and, together with the Class A Common Stock, “Common Stock”). There are no authorized shares of preferred stock of Estrella Broadcasting. There are 612,754 shares of Class A Common Stock issued and outstanding and no shares of Class B Common Stock issued and outstanding. Seller is the record and beneficial owner of all 612,754 outstanding shares of Class A Common Stock (the “Shares”), free and clear of all Liens, other than transfer restrictions under applicable securities Laws. (b) The Company owns 100% of the issued and outstanding Equity Interests of each Company Subsidiary, and the Company has good and valid title to such Equity Interests free and clear of all Liens, other than transfer restrictions under applicable securities Laws. Estrella Broadcasting indirectly owns 100% of the equity interests of the Company and beneficially owns 100% of the Equity Interests of each Company Subsidiary free and clear of all Liens. 3.3. No Indebtedness. No Company Subsidiary has issued or guaranteed any outstanding obligation in respect of indebtedness for borrowed money. 3.4. Subsidiaries. With respect to each Company Subsidiary, the Equity Interests of such Company Subsidiary constitute all of the outstanding equity interests of such Company Subsidiary and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Other than the Equity Interests, there are no issued, reserved for issuance or outstanding (A) equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary, (B) securities of any Company Subsidiary convertible into or exchangeable
- 4 - for equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary, (C) warrants, calls, options or other rights to acquire from a Company Subsidiary, or other obligations of a Company Subsidiary to issue, any equity interests in, or other voting securities of or other ownership interests in, a Company Subsidiary or securities directly or indirectly convertible into or exercisable or exchangeable for equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary or (D) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any equity interests in, other voting securities of or other ownership interests in any Company Subsidiary. Neither Estrella Broadcasting nor the Company holds any equity, securities or other ownership interest of any kind, including warrants or other rights or options to acquire equity, securities or other ownership interests, in any third party other than the Company’s ownership of the Equity Interests and the issued and outstanding equity interests in the other direct or indirect subsidiaries of Estrella Broadcasting described on Schedule 3.4 hereof. 3.5. FCC Matters. (a) The LicenseCo Subsidiaries are the holders of the FCC Licenses and such FCC Licenses are valid and in full force and effect. (b) To the knowledge of the Company, the Grantor Parties are not aware of any reason why those of the FCC Licenses subject to expiration might not be renewed by the FCC in the ordinary course or of any reason why any of the FCC Licenses might be revoked. (c) All information contained in any pending applications for modification, extension or renewal of the FCC Licenses or other applications filed with the FCC by any of the Grantor Parties is true, complete and accurate in all material respects. (d) The applicable Grantor Party has filed all material returns, reports, and statements that such Grantor Party is required to file with the FCC, the Federal Aviation Administration, or the Securities and Exchange Commission. There is no action, suit or proceeding pending or, to Grantor Party’s knowledge, threatened in writing (or otherwise) against the Grantor Party in respect of the Stations seeking to enjoin the transactions contemplated by this Agreement and, to Grantor Party’s knowledge, there are no governmental claims or investigations pending or threatened against any Grantor Party in respect of any Station (except those affecting the broadcasting industry generally). 3.6. Litigation. There is no litigation, proceeding, suit, claim, charge, grievance, or action by or before any Governmental Authority pending or, to the knowledge of the Company, threatened against any Grantor Party, or any Station Assets, or any employee, officer or director of any Grantor Party (in their capacity as such) that would, individually or in the aggregate, reasonably be expected to be material to the operation of any Station or would otherwise reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement. 3.7. Brokers. No broker, finder or other person is entitled to a commission, brokerage fee or other similar payment in connection with this Agreement or the transactions contemplated
- 5 - hereby as a result of any agreement or action of any Grantor Party or any other party acting on the behalf of any Grantor Party. ARTICLE IV Representations and Warranties of Purchaser Purchaser hereby represents and warrants to the Grantor Parties as follows: 4.1. Organization. Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation (as applicable). 4.2. Authorization and Enforceability. Purchaser has the organizational power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Purchaser has been duly authorized and this Agreement constitutes a valid and binding obligation of Purchaser enforceable against it in accordance with its terms, subject to the Remedies Exceptions. 4.3. Delivery of Purchase Price. Purchaser has, and will have at the Closing occurring prior to a Collateral Event, the ability to deliver the Purchase Price free and clear of all Liens, other than transfer restrictions under applicable securities Laws. The equity securities comprising the Purchase Price at the Closing prior to a Collateral Event (i) will be duly authorized and validly issued and are fully paid and non-assessable, (ii) will have been offered, sold and issued in compliance in all material respects with applicable securities Laws and other applicable Law, (iii) will not be issued in violation of the constituent documents of Purchaser, and (iv) will not be issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person. Purchaser has, and will have at the Closing following a Collateral Event, sufficient funds to consummate the transactions contemplated by this Agreement (including the payment of the Purchase Price). 4.4. Litigation. There is no litigation, proceeding, suit, claim, charge, grievance, or action by or before any Governmental Authority pending or, to the knowledge of Purchaser, threatened against Purchaser, or any employee, officer or director of Purchaser (in their capacity as such) that would, individually or in the aggregate, reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement. 4.5. Brokers. No broker, finder or other person is entitled to a commission, fee or other similar payment in connection with this Agreement or the transactions contemplated hereby as a result of any agreement or action of Purchaser or any party acting on Purchaser’s behalf. ARTICLE V Covenants of Grantor Parties 5.1. Covenants. During the period between the date of this Agreement and the Closing, each Grantor Party, jointly and severally, covenant to: (a) Operate the Stations in the ordinary course of business, consistent with past practice since the date of the Option Agreement, including maintaining insurance policies of all Station Assets with respect to the operation of the Stations in amounts customary in the broadcast industry;
- 6 - (b) Operate the Stations in all material respects in accordance with the terms of the FCC Licenses, the Communications Act of 1934, as amended (the “Communications Act”), the rules and published policies of the FCC (“FCC Rules”) and all other statutes, ordinances, rules and regulations of governmental authorities; (c) Promptly notify Purchaser of any reason an FCC License subject to expiration might not reasonably be expected to be renewed in the ordinary course or of any reason why an FCC License might be revoked; (d) Cause any application for modification, extension or renewal of the FCC Licenses or other application filed with the FCC by any of the Grantor Parties to be true, complete and accurate in all material respects; (e) Use commercially reasonable efforts to maintain the goodwill associated with the operation of each Station; (f) Refrain from intentionally taking any action that would cause the FCC Licenses not to be in full force and effect or to be revoked, suspended, cancelled, rescinded, terminated or expired; (g) File all material returns, reports, and statements that are required to be filed with the FCC and any other Governmental Authority by or on behalf of such Grantor Party; (h) Maintain, preserve, and keep all Station Assets in reasonable working order and condition (ordinary wear, tear and casualty expected), and from time to time as reasonably necessary make all needful and proper repairs, renewals, replacement, and additions thereto, in each case, in the same manner consistent with past practice since the date of the Option Agreement; (i) (x) pay all material taxes when due and payable and (y) file all material tax returns when due (taking into account all available extensions), in each case of clauses (x) and (y), in respect of each of the Grantor Parties; (j) [Reserved]; (k) Not voluntarily adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization, or otherwise voluntarily liquidate, dissolve or wind-down any Grantor Party; (l) Not mortgage, pledge, subject to any Lien (other than Permitted Liens) or otherwise encumber (or cause any of the foregoing to occur) any of the Station Assets; (m) Not issue any note, bond or other debt security (including any security or instrument convertible, exchangeable or exercisable for any equity interests) of the Company or any of its Subsidiaries, or otherwise assume or incur or guarantee any indebtedness for borrowed money or make any payment in respect of the foregoing;
- 7 - (n) Not issue any equity securities or rights to acquire equity securities (including any security or instrument that is convertible, exchangeable or exercisable for any equity securities) of any Grantor Party; (o) Not (1) authorize, declare, undertake or pay any dividend on or make any other distribution in respect of (whether in cash or property) any Equity Interests of a Company Subsidiary or the equity interests of any LicenseCo Subsidiary (other than dividends or distributions solely to KRCA or a Company Subsidiary) or (2) purchase, redeem or otherwise acquire or retire any Equity Interests of a Company Subsidiary or any equity interests of any LicenseCo Subsidiary; (p) Not make any investment (whether through cash, purchase of stock or obligations or otherwise) in, or loan or advance to, any other Person, or acquire all or any substantial part of the assets or business of any Person or division thereof, other than acquisitions of inventory and supplies in the ordinary course of business; (q) Except in connection with the Closing, not undertake, initiate, support, and/or vote for any action that would cause the Station Assets, the Equity Interests, or the equity interests or any other assets of KRCA or any Grantor Party to be directly or indirectly sold, leased, transferred, conveyed or encumbered, or otherwise be party to any merger, consolidation or amalgamation, or otherwise in connection with a transaction which would result in a change in control or a transfer of control of KRCA or any Grantor Party; (r) Not (A) enter into any contract or agreement, except for contracts or agreements in the ordinary course of business consistent with past practice since the date of the Option Agreement, or (B) sell, lease or otherwise dispose of (i) any material Station equipment or FCC Licenses, or (ii) any of the other Station Assets, except, with respect to the foregoing clause (ii) fixtures, equipment and supplies (excluding fixtures, equipment and supplies that constitute material Station equipment) sold or disposed of in the ordinary course of business; (s) Not (A) issue any equity interest in any Grantor Party, including any shares of Common Stock, (B) sell, assign, transfer mortgage, pledge, subject to any Lien or otherwise encumber any equity interest in any Grantor Party, including any shares of Common Stock, or (C) repurchase or redeem any equity interest in any Grantor Party, including any shares of Common Stock; and (t) Authorize, approve or commit to any of the foregoing. ARTICLE VI Conditions to Closing; Closing Deliverables 6.1. Grantor Party Closing Conditions. The obligation of the Grantor Parties hereunder are subject to satisfaction by Purchaser or, to the extent permissible by law, the waiver by Grantor Parties at or prior to the Closing, of each of the following conditions: (a) Prior to a Collateral Event, the representations and warranties of Purchaser made in this Agreement shall be true and correct in all material respects at and as of the Closing Date except for changes permitted or contemplated by the terms of this Agreement, and the
- 8 - covenants and agreements to be complied with and performed by Purchaser at or prior to the Closing shall have been complied with or performed in all material respects. The Company shall have received a certificate dated as of the Closing Date from Purchaser, executed by an authorized officer of Purchaser, to the effect that the conditions set forth in this Section 6.1(a) have been satisfied. (b) The FCC Consent (as defined below) shall have been obtained and be in effect and no court or governmental order prohibiting the Closing shall be in effect. (c) No injunction, restraining order or decree of any nature of any governmental authority of competent jurisdiction shall be in effect that restrains or prohibits any party from consummating the transactions contemplated hereby. (d) The Grantor Parties shall have received, or receive contemporaneously with the Closing, the deliverables set forth in Section 6.3(b). 6.2. Purchaser Closing Conditions. The obligations of Purchaser hereunder are subject to satisfaction by the Grantor Parties or, to the extent permissible by law, the waiver by Purchaser at or prior to the Closing, of each of the following conditions: (a) The (i) representations and warranties of the Grantor Parties (A) made in this Agreement (other than the representations and warranties of the Grantor Parties set forth in Section 3.5(a) and Section 3.5(b)) shall be true and correct in all material respects at and as of the Closing Date except for changes permitted or contemplated by the terms of this Agreement, and (B) made in Section 3.5(a) and Section 3.5(b) with respect to the Grantor Parties shall be true and correct at and as of the Closing Date except for changes permitted or contemplated by the terms of this Agreement or except where the failure of such representation and warranty to be true and correct would not reasonably be expected to materially and adversely affect a Grantor Party’s ownership and use of any applicable Station Assets, and the (ii) covenants and agreements to be complied with and performed by the Grantor Parties at or prior to the Closing shall have been complied with or performed in all material respects. Purchaser shall have received certificates dated as of the Closing Date from each of Estrella Broadcasting and the Company, executed by an authorized officer of each of the foregoing, to the effect that the conditions set forth in this Section 6.2(a) have been satisfied. (b) The FCC Consent shall have been obtained and no court or governmental order prohibiting the Closing shall be in effect. (c) No injunction, restraining order or decree of any nature of any governmental authority of competent jurisdiction shall be in effect that restrains or prohibits any party from consummating the transactions contemplated by this Agreement. (d) Purchaser shall have received, or receive contemporaneously with the Closing, the deliverables set forth in Section 6.3(a). 6.3. Closing Deliverables. (a) At the Closing, the Seller shall deliver or cause to be delivered to Purchaser:
- 9 - (i) Copies of resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby, by each of the Grantor Parties; (ii) the certificates described in Section 6.2(a) hereof; (iii) all certificates, if any, evidencing Shares, duly endorsed for transfer to Purchaser accompanied by appropriate powers duly endorsed for transfer to Purchaser; (iv) a duly executed IRS Form W-9 from Seller; (v) a certificate of good standing (or equivalent) from the jurisdiction of incorporation (or formation) of Estrella Broadcasting and each of its Subsidiaries; (vi) with respect to Estrella Broadcasting and each of its Subsidiaries, all issued and outstanding stock certificates with respect to the equity interests of such entity, and appropriate instruments of transfer, endorsed in blank, with respect to the foregoing; (vii) one or more counterparts to the Closing Agreement, duly executed by the Seller and its Affiliates to be party thereto; and (viii) such other documents, certificates, payments, assignments, transfers and other deliveries as Purchaser may reasonably request and as are customary to effect a closing of the matters herein contemplated or as otherwise agreed by the Parties. (b) At the Closing, Purchaser shall deliver or cause to be delivered to the Company: (i) the certificate described in Section 6.1(a) hereof; (ii) the securities comprising the Purchase Price; (iii) a counterpart to the Closing Agreement, duly executed by Purchaser; and (iv) such other documents, certificates, payments, assignments, transfers and other deliveries as the Company may reasonably request and as are customary to effect a closing of the matters herein contemplated or as otherwise agreed by the Parties. ARTICLE VII Covenants 7.1. FCC Matters. In connection with the execution and delivery of this Agreement, Purchaser, Estrella Broadcasting, Estrella Media Holdings, Inc., Estrella Media Intermediate Holdings, Inc., the Company and the applicable Grantor Parties and LicenseCo Subsidiaries shall file an application or applications (the “FCC Application(s)”) with the U.S. Federal Communications Commission (“FCC”) requesting the FCC’s written consent to the transfer of control of the FCC Licenses held by the direct and indirect subsidiaries of Estrella Broadcasting
- 10 - to Purchaser. In addition, in connection with the foregoing, each applicable party hereto covenants and agrees to (i) prepare, file and prosecute any alternative application, petition, motion, request or other filing (together with the FCC Application(s), the “FCC Filings”); (ii) file any appropriate amendment or modification to the FCC Filings; (iii) provide to Purchaser or a Grantor Party any information, documents or other materials reasonably requested by it in connection with the preparation of any such FCC Filings; (iv) absent a Dismissal Filing (defined below), prosecute the FCC Applications with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain the written consent of the FCC requested in the FCC Applications (the “FCC Consent”); (v) otherwise take any other action with respect to the FCC as may be reasonably necessary or reasonably requested by Purchaser or a Grantor Party in connection with the transactions contemplated hereby (including, upon the request of Purchaser, the preparation, filing, and prosecution of any motion or other filing seeking to withdraw or dismiss any FCC Filings made by the parties in connection with the transactions contemplated by this Agreement (a “Dismissal Filing”)); and (vi) cooperate in good faith with the other applicable parties with respect to the foregoing covenants, all as may be determined by Purchaser or a Grantor Party to be reasonably necessary or appropriate or advisable in order to consummate the transactions contemplated hereby. Each applicable Party shall promptly provide the other with a copy of any pleading, order or other document served on it relating to the FCC Filings or any Dismissal Filing, shall furnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider the FCC Filings. The Parties each agree to comply with any condition imposed on them by any FCC Consent, except that no Party shall be required to comply with any materially adverse condition, including, any condition that requires such Party to divest any of its direct or indirect assets in a manner not contemplated in the FCC Filings. The Parties shall oppose any petitions to deny or other objections filed with respect to the FCC Filings, as well as any requests for reconsideration or review of any FCC Consent or Dismissal Filing. Purchaser and the Grantor Parties shall each pay their own costs and expenses in connection with the preparation and prosecution of the FCC Filings or any Dismissal Filing, and shall each pay one- half (1/2) of all filing fees relating to the transactions contemplated hereby irrespective of whether the transactions contemplated by this Agreement are consummated. ARTICLE VIII Miscellaneous 8.1. Survival. Neither the representations and warranties in this Agreement nor the covenants set forth in Section 5.1 of this Agreement shall survive the Closing Date or the payment in full of the Purchase Price, whereupon they shall expire and be of no further force or effect.
- 11 - 8.2. Specific Performance. The Parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, shall occur in the event that the parties do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (which, for the avoidance of doubt, includes the parties’ obligation to consummate the transactions contemplated by this Agreement), in addition to any other remedy to which they are entitled at law or in equity, and (ii) the right to seek specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the parties agrees that it shall not oppose the granting of an injunction, specific performance and/or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of an injunction, specific performance and/or other equitable relief is not an appropriate remedy for any reason at law or in equity. Each of the parties further agrees that the only permitted objection that it may raise in response to any action for an injunction, specific performance, or other equitable relief is that it contests the existence of a breach or threatened breach of this Agreement. Any party seeking: (A) an injunction or injunctions to prevent breaches of this Agreement; (B) to enforce specifically the terms and provisions of this Agreement; and/or (C) other equitable relief, shall not be required to show proof of actual damages or to provide any bond or other security in connection with any such remedy. 8.3. Expenses. Except with respect to the FCC filing fees for the FCC Applications which will be split equally between the Grantor Parties, on the one hand, and Purchaser, on the other, and Transfer Taxes, as set forth in Section 8.19(b) of this Agreement, each Party is responsible for its own expenses in connection with the transactions contemplated by this Agreement. 8.4. Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto will use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. 8.5. Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of all Parties. 8.6. Waiver of Compliance; Consents. The failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliances as set forth in this Section 8.6.
- 12 - 8.7. Notices. All notices (including notices for consent under this Agreement), requests, claims, demands and other communications hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered mail, a reliable overnight delivery service, charges prepaid as applicable, to the appropriate address(es) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a Business Day, on the first (1st) Business Day after the date of delivery), as evidenced by a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) Business Days’ prior written notice pursuant to this Section 8.7: If to Purchaser: MediaCo Operations LLC c/o MediaCo Holding Inc. 48 West 25th Street, Floor 3 New York, NY 10010 Attention: Chief Financial Officer and Vice President of Legal Email: legal@mediacoholding.com with a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: Philip Richter; Colum J .Weiden If to Estrella Broadcasting: Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Jeffrey Marell; Lukas Richards Email: jmarell@paulweiss.com; lrichards@paulweiss.com
- 13 - If to any Grantor Party: c/o Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Jeffrey Marell; Lukas Richards Email: jmarell@paulweiss.com; lrichards@paulweiss.com 8.8. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as provided for herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Grantor Party without the prior written consent of the Purchaser in its sole discretion. Without the consent of Estrella Broadcasting or any Grantor Party, Purchaser may assign any or all of its rights and obligations under this Agreement, in whole or in part, including, its right and/or its obligation to purchase the Equity Interests or all of the Station Assets in respect of each Station (including the right to receive the Equity Interests or all of the Station Assets of each Station), to any other party or parties; provided, however, that Purchaser, as assignor, shall not thereby be released of its obligations hereunder. 8.9. No Third Party Beneficiaries. Except as otherwise specified herein, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the parties to this Agreement, any right or remedies under or by reason of this Agreement; provided, that the Nonparty Affiliates (as defined below) are intended third party beneficiaries of the provisions of Section 8.16 hereof (and the Term Agent is an intended third party beneficiary of this Agreement). The representations and warranties in this Agreement are the product of negotiations among the parties and, except as expressly set forth in the immediately preceding sentence, such representations and warranties are for the sole benefit of the parties and may represent an allocation of risk among the parties associated with particular matters regardless of the knowledge of any of the parties. 8.10. Governing Law; Consent to Jurisdiction. (a) This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (without regard to any choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that might direct the application of another substantive law to govern this Agreement). With respect to any and all proceedings arising directly or indirectly out of or
- 14 - otherwise relating to this Agreement or the transactions contemplated hereby, each of the parties: (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that a proceeding involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agrees that all claims in respect of such proceeding shall be heard and determined only in a Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any proceeding directly or indirectly relating to this Agreement or any of the transactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.7. Nothing in this Section 8.10, however, shall affect the right of any person to serve legal process in any other manner permitted by law. NEITHER PARTY HERETO (OR THEIR SUCCESSORS AND ASSIGNS) SHALL BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). (b) EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10. 8.11. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement
- 15 - so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible. 8.12. Publicity. No Party shall make or issue or cause to be made or issued, any announcement (written or oral) concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent of the other party. This provision shall not apply, however, to any announcement or written statement required to be made by law or the regulations of any federal or state governmental agency (including the FCC) or any stock exchange, except that the Party required to make such announcement shall provide a draft copy thereof to the other party hereto, and consult with such other Party concerning the timing and content of such announcement, before such announcement is made. 8.13. Headings. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. 8.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of the Agreement by facsimile or electronic transmission will be deemed to be an original counterpart of the Agreement so transmitted. 8.15. Entire Agreement. This Agreement, including the documents delivered pursuant to this Agreement or other written agreements referenced in this Agreement, embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof. The Schedule(s) hereto are an integral part of this Agreement and are incorporated by reference herein. This Agreement supersedes all prior negotiations and understandings between the parties with respect to the subject matter hereof, including any other writings executed prior to the date hereof relating to such negotiations, agreements and understandings. 8.16. No Recourse. All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance or non-performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement. In no event shall any party to this Agreement have any shared or vicarious liability for the actions or omissions of any other person. Except as otherwise expressly set forth in this Agreement, no person who is not a party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any party to this Agreement, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity
- 16 - or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach and, to the maximum extent permitted by applicable law; and each party hereto waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Notwithstanding anything to the contrary herein, none of the parties to this Agreement or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement or any other agreement referenced herein or the transactions contemplated hereunder, or the termination or abandonment of any of the foregoing. 8.17. Certain Acknowledgments. Notwithstanding anything set forth in this Agreement to the contrary: (a) the condition set forth in Section 6.1(a) shall be deemed satisfied after the occurrence of a Collateral Event; and (b) the deliverables described in Section 6.3(b)(i) shall not be required to be delivered by Purchaser following the occurrence of a Collateral Event. 8.18. Interpretation. Unless the context of this Agreement otherwise requires, (i) words using the singular or plural number also include the plural or singular number, respectively, (ii) the definitions contained in this Agreement are applicable to the other grammatical forms of such terms, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement, (iv) the terms “Section,” “this Agreement,” and “Schedule” and similar expressions refer to the specified Article, Section, or Schedule of or to this Agreement, (v) the words “include,” “includes,” or “including” shall be deemed to be followed by the words “including, without limitation,” unless otherwise specified, (vi) the word “or” shall be disjunctive but not necessarily exclusive, (vii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (viii) references to any law shall include all rules and regulations promulgated thereunder and references to any law shall be construed as including all statutory, legal and regulatory provisions consolidating, amending or replacing such law, any reference to any law will be to such law (and all rules and regulations promulgated thereunder) as amended from time to time, (ix) words importing the singular shall also include the plural, and vice versa, (x) all references to “$” or “dollar” shall be references to United States dollars, (xi) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, and (xii) all references to any contract are to that contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). Notwithstanding anything set forth in this Agreement to the contrary, (A) in the event of any conflict between the terms of this Agreement and the terms of the Option Agreement as it relates to any right or obligation of the Term Agent under the Option Agreement, the Option Agreement shall control, and (B) in the event of the occurrence of any Collateral Event prior to the Closing, the parties agree to amend this Agreement to the extent necessary to give full effect to the rights of the Term Agent under the Option Agreement.
- 17 - 8.19. Tax Matters. (a) Solely for U.S. federal, and applicable state and local, income tax purposes, it is intended that Purchaser was deemed to have exercised its option to purchase all of the Equity Interests in each Company Subsidiary on the Option Agreement Effective Date in a transaction described in Section 1001 of the Code in respect of the Station Assets in exchange for the Purchase Price (the “Intended Tax Treatment”). Consistent with the foregoing, the Purchase Price (as established as of the Option Agreement Effective Date) shall be allocated among the Station Assets in connection with the Purchase Price Allocation (as defined in the Purchase Agreement), which Purchase Price Allocation shall govern for all purposes under this Agreement. In addition, the Parties acknowledge and agree that, to the extent the value of the Purchase Price at the Closing (based on the then-current trading price of the underlying or then-issued Parent Class A Common Stock) is less than the value of the Purchase Price as of the Option Agreement Effective Date (based on the then-current trading price of the underlying or then-issued Parent Class A Common Stock) the Company is eligible to claim a capital loss in respect of the payment of the Purchase Price in the Company Transfer, and that such capital loss shall be (and shall be deemed for all purposes hereunder to be) carried back to prior Tax years (the “Carry Back”). Each of the Parties and their respective Affiliates shall file all of its Tax Returns consistent with the Intended Tax Treatment, the Purchase Price Allocation, and the Carry Back and shall not take a position on any Tax Return (including IRS Form 8594), before any Tax Authority or in any Proceeding inconsistent with the Intended Tax Treatment, the Purchase Price Allocation or the Carry Back without the written consent of the other Parties or unless specifically required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. (b) Parent shall be responsible for and shall pay any and all Transfer Taxes when due and shall, at its own expense, file all necessary Tax Returns and other documentation with respect to such Transfer Taxes; provided, however, that if required by law, the applicable Grantor Parties will join in the execution of any such Tax Return. (signature pages follow)
[Signature Page to Equity Purchase Agreement] IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written. PURCHASER: MEDIACO OPERATIONS LLC By: MediaCo Holding Inc., its sole member By: _______________________ Name: Alberto Rodriguez Title: Interim Chief Executive Officer PARENT: MEDIACO HOLDING INC. By: _______________________ Name: Alberto Rodriguez Title: Interim Chief Executive Officer Docusign Envelope ID: 36FC275F-BB0D-4B82-B677-398D607055B4
[Signature Page to Equity Purchase Agreement] 66214882 ESTRELLA BROADCASTING: ESTRELLA BROADCASTING, INC. By: COMPANY: ESTRELLA MEDIA, INC. By: GRANTOR SUBSIDIARIES: ESTRELLA RADIO BROADCASTING OF CALIFORNIA LLC By: _______________________ Name: Title: ESTRELLA RADIO BROADCASTING OF HOUSTON LLC By: _______________________ Name: Title: ESTRELLA TELEVISION OF HOUSTON LLC By: _______________________ Name: Title: ESTRELLA TELEVISION LLC
By: _______________________ Name: Title: ESTRELLA KCRA TELEVISION LLC By: _______________________ Name: Title: ESTRELLA RADIO BROADCASTING OF DALLAS LLC By: _______________________ Name: Title: ESTRELLA RADIO LICENSE OF CALIFORNIA LLC By: _______________________ Name: Title: ESTRELLA RADIO LICENSE OF HOUSTON LLC By: _______________________ Name: Title: ESTRELLA TELEVISION LICENSE OF HOUSTON LLC By: _______________________ Name:
Title: ESTRELLA TELEVISION LICENSE LLC By: _______________________ Name: Title: ESTRELLA RADIO LICENSE OF DALLAS LLC By: _______________________ Name: Title: ESTRELLA TELEVISION OF DALLAS LLC By: _______________________ Name: Title: ESTRELLA TELEVISION LICENSE OF DALLAS LLC By: _______________________ Name: Title:
ANNEX A - Defined Terms “Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. “Bankruptcy Event” shall mean the occurrence of any of the following: (a) Parent or any of its subsidiaries becomes insolvent within the meaning of 11 U.S.C. §101(32) or any other Debtor Relief Law applicable to such entities; (b) Parent or any of its subsidiaries generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company between it and any class of its creditors; (c) Parent or any of its subsidiaries commits an act of bankruptcy or makes an assignment of its property for the general benefit of its creditors or makes a proposal of such an assignment (or files a notice of its intention to do so); (d) Parent or any of its subsidiaries institutes a proceeding seeking to adjudicate it as insolvent, or seeking liquidation, dissolution, winding-up, reorganization, restructuring, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any applicable Debtor Relief Law or at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding; (e) Parent or any of its subsidiaries applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property; (f) Any petition is filed, application made or other proceeding instituted against or in respect of Parent or any of its subsidiaries pursuant to or under Debtor Relief Laws (or otherwise in furtherance of support of any creditor of Parent or any of its subsidiaries): (i) seeking to adjudicate it as insolvent; (ii) seeking a receiving order against it; (iii) seeking liquidation, dissolution, winding-up, reorganization, restructuring, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any law, now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or (iv) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator,
custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property, and and, in each case under this clause (f), such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution thereof; provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against Parent or any of its subsidiaries thereunder in the interim, such grace period will cease to apply; provided, further, that if Parent or any of its subsidiaries files an answer admitting the material allegations of a petition filed against it in any such proceeding prior to such date, the grace period will cease to apply; (g) Parent or any of its subsidiaries takes any action, corporate or otherwise, including, an affirmative vote by the Board or the board of directors (or equivalent management or oversight body) of any other subsidiary, to commence any Insolvency Proceeding or to approve, effect, consent to or authorize any of the actions described in the clauses (a)-(f) above; or (h) Any other event or circumstance occurs which, under applicable Debtor Relief Laws, has an effect equivalent to any of the events or circumstance referred to in the other clauses of this definition. “Board” means Parent’s board of directors (or equivalent management or oversight body) as elected from time to time in accordance with the organizational documents of Parent in effect from time to time. “Business Day” means any day other than a Saturday, Sunday or a day on which banks are not required or authorized to close in New York, New York. “Closing Agreement” means an agreement, substantially in the form of Exhibit A hereto, to be duly executed by Seller, Purchaser, and the other parties named therein. “Code” means the Internal Revenue Code of 1986, as amended. “Contract” means any contract, note, bond, mortgage, indenture, lease, license, commitment, undertaking or other agreement (written, oral or otherwise) that, in each case, is legally binding. “Collateral Event” means (i) the occurrence of any Event of Default (as defined in the Term Loan Documents) under the Term Loan Agreement or other Term Loan Documents, resulting in the right of the Term Agent to exercise any or all of remedies the remedies available to Term Agent under the terms of the Term Loan Documents (or any successor agreement thereto) or (ii) a Bankruptcy Event. For the avoidance of doubt, after the occurrence of a Collateral Event (but only in such event), the provisions in Schedule 6 attached hereto shall also apply. “Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, compromise, receivership, insolvency, reorganization, or similar debtor relief laws (including applicable provisions of any corporate laws) of the United States or any state thereof or other applicable jurisdictions from time to time in effect.
“Governmental Approval” means any permit, license, approval, consent, exemption, waiver, certification, registration, variance, qualification, accreditation or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law. “Governmental Authority” means (a) any United States federal, state, county, municipal or foreign government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal or other similar non-governmental authority to whose jurisdiction that Person has consented. “HPS Lender” has the meaning set forth in the Purchase Agreement. “Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other Debtor Relief Law (domestic or foreign), including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, restructuring, receivership, insolvency, arrangement, or other relief. “Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational statute, constitution, resolution, common law, ordinance, code, edict, decree, order, judgment, rule, regulation, ruling, directive, regulatory guidance, agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or with or under the authority of any Governmental Authority. “Lender Related Parties” means the Persons (including each lender and the Term Agent) that have agreed to arrange or have otherwise entered into agreements in connection with financing the transactions contemplated under this Agreement and other related transactions, together with their respective Affiliates, and the respective officers, directors, employees, partners, trustees, shareholders, controlling persons, agents and Representatives of the foregoing, and their respective successors and assigns. “Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law, Governmental Approval, Proceeding or contract and including any and all liabilities for Taxes. “Option Agreement Effective Date” has the meaning set forth in the Option Agreement. “Parent” means MediaCo Holding Inc., an Indiana corporation. “Parent Class A Common Stock” means Parent’s Class A Common Stock, par value $0.01 per share. “Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing,
inquiry, audit, examination or investigation commenced, brought, conducted or heard at law or in equity or before any Governmental Authority or any arbitrator or arbitration panel. “Purchase Agreement” has the meaning set forth in the Option Agreement. “Purchase Price” means a Warrant to purchase 7,051,538 shares of Parent Class A Common Stock; provided, that if the affirmative approval of Parent’s stockholders in respect of the issuance of 7,051,538 shares of Parent Class A Common Stock as payment hereunder has been obtained prior to Closing, the Purchase Price shall be payable in 7,051,538 shares of Parent Class A Common Stock. “Station Assets” means all of the assets of each Station, including tangible and intangible personal property, licenses, authorizations and leases, contracts and agreements, owned or held by the Grantor Parties or a controlled Affiliate of a Grantor Party, relating to the operation of any such Station, including (i) all of the licenses, permits and other authorizations issued by the FCC to the Grantor Parties (including, all licenses, permits and other authorizations of LicenseCo Subsidiaries) in respect of each Station, including any renewals, extensions or modifications thereof and additions thereto between the date hereof and the Closing (collectively, the “FCC Licenses”) and (ii) all other assignable licenses, permits, construction permits, approvals, concessions, franchises, certificates, consents, qualifications, registrations, privileges and other authorizations and other rights, from any Governmental Authority, to any Grantor Party used in connection with such Station, including any renewals, extensions or modifications thereof and additions thereto between the Option Agreement Effective Date and the Closing (collectively, the “Permits”). “Tax Return” means any return, statement, declaration, notice, certificate or other document that is or has been filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax, including any amendment thereof and any attachment thereto. “Term Agent” means the “Term Agent” under and as defined in the Term Loan Agreement or any successor or assign thereof. “Term Loan Agreement” means that certain Term Loan Agreement, dated April 17, 2024, by and among Parent, the other persons party thereto as “Borrowers”, the financial institutions party thereto as “Lenders”, and Whitehawk Capital Partners LP in its capacity as Term Agent thereunder, as amended and in effect from time to time or any refinancing thereof. “Term Loan Documents” shall have the meaning ascribed to “Loan Documents” in the Term Loan Agreement or any similar term in any refinancing thereof. “Tax” means any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, gains, transfer, license, withholding, payroll, employment, unemployment, disability, excise, capital stock, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other assessment or charge of any kind whatsoever, together with any interest or any fine or any penalty, addition to tax or additional amount and any interest on such penalty, addition to tax or additional amount, imposed by any Tax Authority.
“Tax Authority” means any Governmental Authority responsible for the imposition, assessment or collection of any Tax. “Transfer Taxes” means all sales, use, transfer, real property transfer, stamp duty, value-added or similar Taxes that may be imposed in connection with the transfer of the Equity Interests contemplated hereby, together with any interest, additions to Tax or penalties with respect thereto and any interest in respect of such additions to Tax or penalties. “Warrants” means warrants to purchase shares of Parent Class A Common Stock, each exercisable at an exercise price of $0.01 per share of Parent Class A Common Stock.
Schedule 1 - Stations LicenseCo Subsidiary Stations Estrella Radio License of California LLC KVNR(AM), Santa Ana, CA KBUA(FM), San Fernando, CA KBUE(FM), Long Beach, CA KEBN(FM), Garden Grove, CA KRQB(FM), San Jacinto, CA Estrella Radio License of Houston LLC KTJM(FM), Port Arthur, TX KQQK(FM), Beaumont, TX KNTE(FM), Bay City, TX Estrella Television License of Houston LLC KZJL(TV), Houston, TX Estrella Television License LLC KRCA(TV), Riverside, CA WASA-LD, Port Jervis, NY KETD(TV), Castle Rock, CO WESV-LD, Chicago, IL WVFW-LD, Miami, FL WGEN-TV, Key West, FL Estrella Radio License of Dallas LLC KNOR(FM), Krum, TX KBOC(FM), Bridgeport, TX KZZA(FM), Muenster, TX *****
Schedule 2 - Equity Interests Entity Jurisdiction of Incorporation or Formation Outstanding Equity Interests / Holder 1. Estrella Broadcasting, Inc. Delaware 612,754 shares of Class A Common Stock 100% held by SLF LBI Aggregator, LLC 2. Estrella Media Holdings, Inc. Delaware 100% held by Estrella Broadcasting, Inc. 3. Estrella Media Intermediate Holdings, Inc. Delaware 100% held by Estrella Media Holdings, Inc. 4. Estrella Media, Inc. California 100% held by Estrella Media Intermediate Holdings, Inc. 5. Estrella Radio Broadcasting of Houston LLC Delaware 100% held by Estrella Media, Inc. 6. Estrella Radio License of Houston LLC Delaware 100% held by Estrella Radio Broadcasting of Houston LLC 7. Estrella Television of Houston LLC Delaware 100% held by Estrella Media, Inc. 8. Estrella Television License of Houston LLC Delaware 100% held by Estrella Television of Houston LLC 9. Estrella Radio Broadcasting of Dallas LLC Delaware 100% held by Estrella Media, Inc. 10. Estrella Radio License of Dallas LLC Delaware 100% held by Estrella Radio Broadcasting of Dallas LLC 11. Estrella Television of Dallas LLC Delaware 100% held by Estrella Media, Inc. 12. Estrella Television License of Dallas LLC Delaware 100% held by Estrella Television of Dallas LLC 13. Estrella Studios LLC California 100% held by Estrella Media, Inc. 14. Agua Fresca Studios LLC California 100% held by Estrella Media, Inc. 15. Estrella Media Music Entertainment LLC California 100% held by Estrella Media, Inc. 16. Estrella Radio Broadcasting of California LLC California 100% held by Estrella Media, Inc.
17. Estrella Radio License of California LLC California 100% held by Estrella Radio Broadcasting of California LLC 18. Estrella Television LLC California 100% held by Estrella Media, Inc. 19. Estrella KRCA Television LLC California 100% held by Estrella Television LLC 20. Estrella Television License LLC California 100% held by Estrella KRCA Television LLC
Schedule 3.4 - Other Subsidiaries 1. Estrella Media Music Entertainment LLC 2. Agua Fresca Studios LLC 3. Estrella Studios LLC
EXHIBIT A Form of Closing Agreement [Attached.]
[Final Form] 66357900 EQUITY PURCHASE CLOSING AGREEMENT This EQUITY PURCHASE CLOSING AGREEMENT, dated as of [Closing Date], 2025 (this “Agreement”), is by and among (i) MediaCo Operations LLC, a Delaware limited liability company (together with its successors and assigns, “Purchaser”), (ii) MediaCo Holding Inc., an Indiana corporation (“Parent”), (iii) SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”), (iv) Estrella Broadcasting, Inc., a Delaware corporation (“Estrella Broadcasting”) and each of its subsidiaries listed on Schedule 1 hereto (each, an “Estrella Subsidiary” and, together with Estrella Broadcasting, each an “Estrella Entity”), (v) HPS Investment Partners, LLC, a Delaware limited liability company (the “Term Agent”), and (vi) each of the entities listed on Schedule 2 hereto (together with Aggregator, each, a “Lender”). Each of the entities party hereto are referred to herein as a “Party” and, collectively, as the “Parties”. RECITALS WHEREAS, pursuant to that certain Amended and Restated Option Agreement, dated as of May 17, 2024 (the “Option Agreement”), by and among the parties thereto, Purchaser acquired the option to purchase each Company Subsidiary; WHEREAS, on February 7, 2025, Purchaser, Parent, Aggregator, Estrella Broadcasting and certain other subsidiaries of Estrella Broadcasting entered into that certain Equity Purchase Agreement (the “Equity Purchase Agreement”) providing for Purchaser’s acquisition of each Company Subsidiary through the purchase of all issued and outstanding shares of common stock of Estrella Broadcasting; WHEREAS, pursuant to Section 6.3 of the Equity Purchase Agreement, the Parties have agreed to execute and deliver this Agreement in connection with the Closing (as defined in the Equity Purchase Agreement); and WHEREAS, the Parties desire to make certain covenants and agreements in connection with the Closing on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I Definitions 1.1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in Annex A hereto.
- 2 - ARTICLE II Treatment of Liabilities 2.1. Excluded Liabilities and Set-Off. (a) Subject to the terms and conditions of this Article II, from and after the Closing, if Parent, Purchaser, or any of their respective subsidiaries, officers, directors, employees, successors and assigns (collectively, “Purchaser Parties”) actually suffers any Losses arising out of the Excluded Liabilities (such Losses, “Set-Off Losses”), Purchaser and/or Parent shall be entitled to set-off, on a dollar-for-dollar basis, any such Set-Off Loss against shares of Parent Class A Common Stock (as defined in the Equity Purchase Agreement) held by Aggregator (valued based on a 20-Day VWAP on the date of set-off), and solely if such set-off is not sufficient to fully offset any Set-Off Losses, Purchaser and/or Parent shall be authorized to set-off any remaining Set-Off Losses against, at the election of Aggregator, either (i) the outstanding Term Loan (including the interest and principal payable thereunder) (such set-off to be applied pro rata as to all Lenders, except as otherwise determined by Aggregator) or (ii) the issued and outstanding shares of Series B Preferred Stock (including the accrued liquidation preference thereunder) (such set-off to be applied pro rata to all such issued and outstanding shares of Series B Preferred Stock, except as otherwise determined by Aggregator). (b) Each of Parent, the Term Agent, and the Lenders hereby acknowledge and agree that the terms of this Agreement constitute an amendment to the Loan Agreement. (c) Aggregator, as the sole holder of the outstanding shares of Series B Preferred Stock, hereby consents to the terms and conditions of this Agreement (including for all purposes under Article 6 of the Series B Articles of Amendment). (d) Prior to effecting any set-off under this Agreement, the Parties shall cooperate in good faith to determine the amount of any Set-Off Losses. In the event the Parties are unable to agree to the amounts of any Set-Off Losses, (i) the Purchaser Parties shall be entitled to set-off the undisputed amount in accordance with Section 2.1, and (ii) the disputed amount shall be submitted to the Independent Accounting Firm for resolution in accordance with this Section 2.1(d), and such Set-Off Losses, as so determined, shall thereupon be final and binding. In adjudicating any such dispute, the Parties shall not engage in any ex parte communications with the Independent Accounting Firm. The Parties shall instruct the Independent Accounting Firm to review only those unresolved items specifically set forth in any statement of objection, and shall act as an expert, and not an arbitrator, to resolve such disputed items, based solely on the written presentations by each of the Parties (which each Party shall deliver a copy of substantially simultaneously to the other), and not by independent review. The Independent Accounting Firm shall not determine an amount of any disputed item set forth in any objection statement greater than the highest amount or less than the lowest amount of such item claimed by either Party. The Parties shall instruct the Independent Accounting Firm to complete its determination with respect to such items in dispute within thirty (30) days of its selection, and such determination shall be set forth in a written statement delivered to the Parties, which shall be conclusive, final and binding on all parties absent manifest error. Each Party agrees that it shall not have any right to, and shall not, institute any action of any kind challenging such determination with respect to the matters that are the subject of the foregoing, except that the foregoing shall not preclude an action to enforce
- 3 - such determination. In the event any dispute is submitted to the Independent Accounting Firm for resolution, the fees, charges and expenses of the Independent Accounting Firm shall be allocated and be paid by each Party based upon the percentage which the portion of the disputes not awarded to each Party bears to the amount actually contested by such Party. Each Party hereto shall make reasonably available to the other Parties (at times that are mutually agreed and not overly burdensome to the cooperating Party) and, if applicable, the Independent Accounting Firm, such books, records and other information (subject to execution of customary access letters) as any of the foregoing may reasonably request to prepare and review any claim or determination of Set- Off Losses. 2.2 Tax Matters. (a) Section 8.19(a) of the Equity Purchase Agreement is hereby incorporated herein by reference. The Parties acknowledge and agree that (i) for all applicable Tax purposes, the “Purchase Price” as defined in the Purchase Agreement shall be deemed revised to be equal to the APA Purchase Price and (ii) at the Closing and except as set forth in the proviso to this clause (ii), Seller Taxes (and Set-Off Losses, if any, arising from Seller Taxes) shall be computed taking into account the effect of the Carry Back, whether or not any associated refund has then been received; provided, that, for clarity, the Parties acknowledge and agree that any Losses arising from a subsequent determination that the Carry Back is not available shall be taken into account in determining Seller Taxes. (b) The Parties and their Affiliates shall treat all Set-Off Losses as adjustments to the APA Purchase Price and the Purchase Price (as defined in the Equity Purchase Agreement) for all applicable Tax purposes, and, for clarity, shall compute Set-Off Losses, if any, arising from Seller Taxes on that basis. (c) Parent and Purchaser shall, promptly following Closing, pay all amounts of Taxes that are, or could with the passage of time become, Seller Taxes. (d) Parent and Purchaser shall permit Aggregator to control the conduct of any Tax audit, controversy or other proceeding relating exclusively to Seller Taxes (a “Seller Tax Contest”), but (i) Aggregator shall keep Parent and Purchaser informed of, and permit Parent and Purchaser to participate in, such Seller Tax Contest with counsel of its own choosing at its own expense, separate from counsel employed by Aggregator and (ii) Aggregator shall not compromise, settle or concede such Seller Tax Contest without Parent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, Parent and Purchaser shall keep Aggregator informed of, and permit Aggregator to participate in, any Tax audit, controversy or other proceeding which could reasonably expected to give rise to, or increase, directly or indirectly, the amount or incidence of any Seller Taxes with counsel of its own choosing at its own expense, separate from counsel employed by Parent and Purchaser. ARTICLE III Miscellaneous 3.1. Expenses. Each Party is responsible for its own expenses in connection with the negotiation and execution of this Agreement.
- 4 - 3.2. Further Assurances. Subject to the terms and conditions of this Agreement, each of the Parties will use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. 3.3. Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of each of Parent, Purchaser, Aggregator, and the Term Agent. Each Obligor hereby acknowledges and consents to the foregoing. 3.4. Waiver of Compliance; Consents. The failure of any of the Parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any Party, such consent shall be given in writing in a manner consistent with Section 3.5. 3.5. Notices. All notices (including notices for consent under this Agreement), requests, claims, demands and other communications hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered mail, a reliable overnight delivery service, charges prepaid as applicable, to the appropriate address(es) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a Business Day, on the first (1st) Business Day after the date of delivery), as evidenced by a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) Business Days’ prior written notice pursuant to this Section 3.5: If to Purchaser or Parent: MediaCo Holding Inc. 48 West 25th Street, Floor 3 New York, NY 10010 Attention: Chief Financial Officer and Vice President of Legal Email: legal@mediacoholding.com with a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: Philip Richter; Colum J .Weiden
- 5 - If to Estrella Broadcasting or any of its subsidiaries: Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com If to any Obligor: c/o HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 Attention: Colbert Cannon; Brett Pertuz Email: colbert.cannon@hpspartners.com; brett.pertuz@hpspartners.com with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Jeffrey Marell; Lukas Richards Email: jmarell@paulweiss.com; lrichards@paulweiss.com 3.6. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as provided for herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Parties hereto. 3.7. No Third Party Beneficiaries. Except for the Purchaser Parties and their respective successors and assigns (each of which is an express third-party beneficiary of this Agreement), nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the parties to this Agreement, any right or remedies under or by reason of this Agreement; provided, that the Nonparty Affiliates (as defined below) are intended third party beneficiaries of the provisions of Section 3.14 hereof. 3.8. Governing Law; Consent to Jurisdiction. (a) This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (without regard to any choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that might direct the application of another substantive law to govern this Agreement). With respect to any and all proceedings arising directly or indirectly out of or otherwise relating to this Agreement or the transactions contemplated hereby, each of the Parties:
- 6 - (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that a proceeding involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agrees that all claims in respect of such proceeding shall be heard and determined only in a Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any proceeding directly or indirectly relating to this Agreement or any of the transactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each Party may make service on another party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 3.5. Nothing in this Section 3.8, however, shall affect the right of any person to serve legal process in any other manner permitted by law. NO PARTY HERETO (OR THEIR SUCCESSORS AND ASSIGNS) SHALL BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). (b) EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.8. 3.9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
- 7 - manner in order that the transactions be consummated as originally contemplated to the fullest extent possible. 3.10. Publicity. No Party shall make or issue or cause to be made or issued, any announcement (written or oral) concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent of the other Parties. This provision shall not apply, however, to any announcement or written statement required to be made by law or the regulations of any federal or state governmental agency (including the FCC) or any stock exchange, except that the Party required to make such announcement shall provide a draft copy thereof to the other Parties, and consult with such other Party concerning the timing and content of such announcement, before such announcement is made. 3.11. Headings. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. 3.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of the Agreement by facsimile or electronic transmission will be deemed to be an original counterpart of the Agreement so transmitted. 3.13. Entire Agreement. This Agreement, including the documents delivered pursuant to this Agreement or other written agreements referenced in this Agreement (as may be modified by this Agreement), embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof. The Schedule(s) hereto are an integral part of this Agreement and are incorporated by reference herein. This Agreement supersedes all prior negotiations and understandings between the parties with respect to the subject matter hereof, including any other writings executed prior to the date hereof relating to such negotiations, agreements and understandings. 3.14. No Recourse. All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance or non-performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as Parties. In no event shall any Party have any shared or vicarious liability for the actions or omissions of any other person. Except as otherwise expressly set forth in this Agreement, no person who is not a Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through
- 8 - attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach and, to the maximum extent permitted by applicable law; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Notwithstanding anything to the contrary herein, none of the parties to this Agreement or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement or any other agreement referenced herein or the transactions contemplated hereunder, or the termination or abandonment of any of the foregoing. 3.15. Interpretation. Unless the context of this Agreement otherwise requires, (i) words using the singular or plural number also include the plural or singular number, respectively, (ii) the definitions contained in this Agreement are applicable to the other grammatical forms of such terms, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement, (iv) the terms “Section,” “this Agreement,” and “Schedule” and similar expressions refer to the specified Article, Section, or Schedule of or to this Agreement, (v) the words “include,” “includes,” or “including” shall be deemed to be followed by the words “including, without limitation,” unless otherwise specified, (vi) the word “or” shall be disjunctive but not necessarily exclusive, (vii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (viii) references to any law shall include all rules and regulations promulgated thereunder and references to any law shall be construed as including all statutory, legal and regulatory provisions consolidating, amending or replacing such law, any reference to any law will be to such law (and all rules and regulations promulgated thereunder) as amended from time to time, (ix) words importing the singular shall also include the plural, and vice versa, (x) all references to “$” or “dollar” shall be references to United States dollars, (xi) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, and (xii) all references to any contract are to that contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). (signature pages follow)
[Signature Page to EPA Closing Agreement] IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written. PURCHASER: MEDIACO OPERATIONS LLC By: _______________________ Name: Alberto Rodriguez Title: Interim President and Chief Executive Officer PARENT: MEDIACO HOLDING INC. By: _______________________ Name: Alberto Rodriguez Title: Interim President and Chief Executive Officer
[Signature Page to EPA Closing Agreement] SLF LBI AGGREGATOR, LLC By: _______________________ Name: Title: TERM AGENT: HPS INVESTMENT PARTNERS, LLC By: _______________________ Name: Title: ESTRELLA BROADCASTING: ESTRELLA BROADCASTING, INC. By: _______________________ Name: Peter Markham Title: Chief Executive Officer COMPANY: ESTRELLA MEDIA, INC. By: _______________________ Name: Peter Markham Title: Chief Executive Officer GRANTOR SUBSIDIARIES: ESTRELLA RADIO BROADCASTING OF CALIFORNIA LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer
[Signature Page to EPA Closing Agreement] ESTRELLA RADIO BROADCASTING OF HOUSTON LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA TELEVISION OF HOUSTON LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA TELEVISION LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA KCRA TELEVISION LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA RADIO BROADCASTING OF DALLAS LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA RADIO LICENSE OF CALIFORNIA LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer
[Signature Page to EPA Closing Agreement] ESTRELLA RADIO LICENSE OF HOUSTON LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA TELEVISION LICENSE OF HOUSTON LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA TELEVISION LICENSE LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA RADIO LICENSE OF DALLAS LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA TELEVISION OF DALLAS LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA TELEVISION LICENSE OF DALLAS LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA MEDIA HOLDINGS, INC.
[Signature Page to EPA Closing Agreement] By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA MEDIA INTERMEDIATE HOLDINGS, INC. By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA STUDIOS LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer AGUA FRESCA STUDIOS LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer ESTRELLA MEDIA MUSIC ENTERTAINMENT LLC By: _______________________ Name: Peter Markham Title: Chief Executive Officer
[Signature Page to EPA Closing Agreement] LENDERS: SLF LBI AGGREGATOR, LLC By: _______________________ Name: Colbert Cannon Title: Managing Director AIGUILLES ROGUES SECTOR F INVESTMENT FUND, L. P. By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director HOUSTON CASUALTY COMPANY By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director HPS FUND OFFSHORE SUBSIDIARY V, L.P. By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director HPS FUND OFFSHORE SUBSIDIARY VI, L.P. By: HPS Investment Partners, LLC, its investment manager
[Signature Page to EPA Closing Agreement] By: _______________________ Name: Colbert Cannon Title: Managing Director HPS FUND OFFSHORE SUBSIDIARY VII, L.P. By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director MORENO STREET DIRECT LENDING FUND, L.P. By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director RELIANCE STANDARD LIFE INSURANCE COMPANY By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director SAFETY NATIONAL CASUALTY CORPORATION By: HPS Investment Partners, LLC, its investment manager By: _______________________
[Signature Page to EPA Closing Agreement] Name: Colbert Cannon Title: Managing Director SLF 2016 INSTITUTIONAL TV SUBSIDIARY, L.P. By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director SLF HCX AGGREGATOR, L.P. By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director SLF LBI US HOLDINGS I, LLC By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director SLF LBI US HOLDINGS II, LLC By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director
[Signature Page to EPA Closing Agreement] SPECIALTY LOAN ONTARIO FUND 2016, L.P. By: HPS Investment Partners, LLC, its investment manager By: _______________________ Name: Colbert Cannon Title: Managing Director
66357900 ANNEX A - Defined Terms “20-Day VWAP” means, as of any date, the dollar volume-weighted average sale price for Company Common Stock as calculated by Bloomberg through its “Volume-Weighted Average Price” function (or, if not calculated thereby, any other authoritative source mutually agreed by the Parties), rounded to the nearest one ten thousandth, during the period beginning at 9:30 a.m., New York City Time (or such other time as the Nasdaq Capital Market publicly announces is the official open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Nasdaq Capital Market publicly announces is the official close of trading) for the twenty (20) consecutive trading days ending the day prior to such date. “Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person; provided, that, (a) in no event shall Aggregator, any Lender, or Parent Purchaser (or any of their Affiliates) be considered an Affiliate of any other portfolio company or investment fund affiliated with or managed by affiliates of HPS Investment Partners, LLC, nor shall any other portfolio company or investment fund affiliated with or managed by affiliates of HPS Investment Partners, LLC be considered to be an Affiliate of Aggregator, any Lender, or Parent or Purchaser (or any of their Affiliates), and (b) in no event shall Parent or Purchaser (or any of their Affiliates) be considered an Affiliate of any other portfolio company or investment fund affiliated with or managed by Standard General L.P. or its affiliates, nor shall any other portfolio company or investment fund affiliated with or managed by Standard General L.P. or its affiliates be considered to be an Affiliate of Parent or Purchaser (or any of their affiliates). “APA Purchase Price” means the Purchase Price as defined in the Purchase Agreement, but computed only by reference to clauses (a), (b), (d) and (e) thereof. “Business Day” means any day other than a Saturday, Sunday or a day on which banks are not required or authorized to close in New York, New York. “Contract” means any contract, note, bond, mortgage, indenture, lease, license, commitment, undertaking or other agreement (written, oral or otherwise) that, in each case, is legally binding. “Excluded Liability” means the Liabilities described in Section 2.4 of the Purchase Agreement; provided, that the foregoing (x) shall not include (1) the portion of the Company Transaction Bonus Amount that has not been paid by Estrella Broadcasting or its subsidiaries as of the date of the Equity Purchase Agreement, (2) Liabilities described in Section 2.4(f) of the Purchase Agreement, and (3) Liabilities of Estrella Broadcasting or any of its subsidiaries constituting an intercompany Liability exclusively owed to Estrella Broadcasting or one or more of its subsidiaries and (y) shall include Seller Taxes (as defined in the Purchase Agreement) only if and to the extent that such Seller Taxes are in excess of $4,700,000.00. “Final Determination” means either (a) a mutual written agreement of Parent and Term Agent, or (b) a final, non-appealable judicial decision of a court of competent jurisdiction. “Governmental Approval” means any permit, license, approval, consent, exemption, waiver, certification, registration, variance, qualification, accreditation or authorization issued, granted,
given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law. “Governmental Authority” means (a) any United States federal, state, county, municipal or foreign government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal or other similar non-governmental authority to whose jurisdiction that Person has consented. “Independent Accounting Firm” means an independent accounting firm of nationally recognized standing reasonably satisfactory to Purchaser and Aggregator (which shall not have any material relationship with Purchaser or Aggregator). “Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational statute, constitution, resolution, common law, ordinance, code, edict, decree, Order, judgment, rule, regulation, ruling, directive, regulatory guidance, agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or with or under the authority of any Governmental Authority. “Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law, Governmental Approval, Proceeding or Contract and including any and all liabilities for Taxes. “Loan Agreement” means that certain Second Lien Term Loan Agreement, dated April 17, 2024, by and among Parent, the other persons party thereto as “Borrowers”, the financial institutions party thereto as “Lenders”, and the Term Agent, in its capacity as Term Agent thereunder, as amended and in effect from time to time or any refinancing thereof. “Loss” or “Losses” means any and all losses, damages, claims of any kind (including third party claims), deficiencies, liabilities, obligations, charges, interest, penalties, fines, Taxes, amounts paid in settlements, judgments, awards and costs and expenses (including reasonable attorneys’ fees and expenses, court costs and other out-of-pocket expenses, whether or not arising out of a third party claim, but not including internal management, administrative or overhead costs, and not including loss of profits or consequential or punitive damages except to the extent that they form part of any adjudicated Losses owing in respect of third party claims); provided, however, that “Losses” shall not include speculative damages. “Obligor” means each of Aggregator (in its capacity as holder of Series B Preferred Stock) and each Lender (in such entity’s capacity as a lender in respect of the Term Loan), together with their respective successors and assigns. “Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard at law or in equity or before any Governmental Authority or any arbitrator or arbitration panel.
“Purchase Agreement” has the meaning set forth in the Option Agreement. “Seller Taxes” has the meaning set forth in the Purchase Agreement. “Series B Articles of Amendment” means the Articles of Amendment to the Amended and Restated Articles of Incorporation of Parent filed dated April 17, 2024. “Series B Preferred Stock” means shares of Parent’s Series B Preferred Stock with such preferences, rights, qualifications, limitations and restrictions as set forth in the Series B Articles of Amendment. “Stated Value” has the meaning set forth in the Series B Articles of Amendment. “Tax” means any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, gains, transfer, license, withholding, payroll, employment, unemployment, disability, excise, capital stock, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other assessment or charge of any kind whatsoever, together with any interest or any fine or any penalty, addition to tax or additional amount and any interest on such penalty, addition to tax or additional amount, imposed by any Tax Authority. “Tax Authority” means any Governmental Authority responsible for the imposition, assessment or collection of any Tax. “Term Loan” shall have the meaning ascribed to “Term Loan” in the Loan Agreement or any similar term in any refinancing thereof.
Schedule 1 - Estrella Subsidiaries 1. Estrella Media Holdings, Inc. 2. Estrella Media Intermediate Holdings, Inc. 3. Estrella Media, Inc. 4. Estrella Radio Broadcasting of Houston LLC 5. Estrella Radio License of Houston LLC 6. Estrella Television of Houston LLC 7. Estrella Television License of Houston LLC 8. Estrella Radio Broadcasting of Dallas LLC 9. Estrella Radio License of Dallas LLC 10. Estrella Television of Dallas LLC 11. Estrella Television License of Dallas LLC 12. Estrella Studios LLC 13. Agua Fresca Studios LLC 14. Estrella Media Music Entertainment LLC 15. Estrella Radio Broadcasting of California LLC 16. Estrella Radio License of California LLC 17. Estrella Television LLC 18. Estrella KRCA Television LLC 19. Estrella Television License LLC
Schedule 2 - Lenders 1. SLF LBI Aggregator, LLC 2. Aiguilles Rouges Sector F Investment Fund, L.P. 3. Houston Casualty Company 4. HPS Fund Offshore Subsidiary V, L.P. 5. HPS Fund Offshore Subsidiary VI, L.P. 6. HPS Fund Offshore Subsidiary VII, L.P. 7. Moreno Street Direct Lending Fund, L.P. 8. Reliance Standard Life Insurance Company 9. Safety National Casualty Corporation 10. SLF 2016 Institutional TV Subsidiary, L.P. 11. SLF HCX Aggregator, L.P. 12. SLF LBI US Holdings I, LLC 13. SLF LBI US Holdings II, LLC 14. Specialty Loan Ontario Fund 2016, L.P.
Page 1 of 15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 21, 2025, the (“Execution Date”) by and between MediaCo Holding Inc., an Indiana corporation (together with its successors and assigns, the "Company"), and Albert Rodriguez ("Employee"), an individual with an address of . RECITALS WHEREAS, the Company desires to employ Employee, and Employee desires to be employed by the Company, as the Company's Chief Executive Officer (“CEO”) and President, all upon the terms and conditions set forth herein; and WHEREAS, Employee represents that Employee possesses the necessary skills to perform the duties of this position and that Employee has no obligation to any other person or entity which would prevent, limit or interfere with the Employee’s ability to do so. NOW, THEREFORE, in consideration of the covenants, promises, terms, provisions, conditions, and representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE 1 TERM OF EMPLOYMENT 1. Employment and Term. The Company hereby agrees to employ Employee, and Employee hereby accepts employment by the Company, on the terms and conditions hereinafter set forth. Employee's term of employment with the Company under this Agreement shall commence on the Effective Date and shall continue until terminated by the Company or Employee pursuant to Section 4 (the "Term"). Employee's employment with the Company shall be on an "at-will" basis, meaning Employee may leave the Company, or the Company may require Employee to leave its employ with the Company, for any reason, at any time, except as otherwise provided by law. ARTICLE 2 EMPLOYMENT AND DUTIES 2.1. Position and Duties. During the Term, the Company shall employ Employee as CEO and President. Employee shall report to the Company's Board of Directors (the "Board"). Employee shall serve as the CEO and President and shall have such duties, authorities and responsibilities as are customarily associated and commensurate with Employee’s position as CEO and President in a public company of similar size and nature, and such other duties and responsibilities as specifically delegated to Employee from time to time by the Board. The Company may change Employee’s position and duties, at any time depending on the Company's business requirements. 2.2 Exclusive Services and Efforts. Employee agrees to devote Employee’s efforts, energies, and skill to the discharge of the duties and responsibilities attributable to Employee’s position and, except as set forth herein, agrees to devote substantially all of Employee’s professional time, attention, skill and efforts to the business and affairs of the Company, and shall perform such duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the Company. The Employee may engage in outside business or personal activities, including passive investments or volunteer
Page 2 of 15 work, so long as such activities do not create a conflict of interest or interfere with the Employee’s responsibilities to the Company. Prior approval of the Audit Committee is only required where a potential conflict of interest may exist. Employee shall be entitled to engage in service on the board of directors of up to three (3) not-for-profit organizations, in each case, to the extent such activity or service does not, either individually or in the aggregate conflict with the Company’s interests or interfere with the performance of Employee’s duties and responsibilities to the Company, as determined by the Company in its sole reasonable discretion. 2.3 Compliance with Company Policies. Employee shall be subject to the Company’s bylaws, policies, practices, procedures and rules of the Company, including without limitation, those policies and procedures set forth in the Company's employee manual or handbook (collectively, the “Handbook”). Employee's violation of the terms of the Handbook shall be considered a breach of the terms of this Agreement. 2.4 Location of Employment. Employee’s specific location of employment will be the Company’s headquarters which is located at 48 W 25th Street, Floor 3, New York, NY 10010. However, Employee shall be permitted to work from home in Miami as reasonably determined by Employee and the Company (and work from home arrangements are subject to change in Company’s sole discretion, subject to Company providing Employee reasonable notice of such change). Employee shall report to various company offices as determined by the Company and Employee’s discretion, based on business needs and team requirements. Employee may be required under business circumstances to travel outside of such location in connection with performing Employee’s duties under this Agreement. 2.5 Remote Work. The parties acknowledge that the Employee’s remote work arrangement is an approved and ongoing term of employment. 2.5.1 Designated Remote Location: The Employee must perform all remote work from reasonable location(s) in the contiguous United States conducive for Employee to execute Employee’s responsibilities and duties under terms and conditions of this Agreement (the "Designated Remote Location"). The Employee shall not change the Designated Remote Location without the express, prior written consent of the Company. The Employee must ensure and is solely responsible for ensuring the Designated Remote Location is a secure, private, and ergonomically appropriate workspace that facilitates effective work and communication. 2.5.2 Compliance with Law and Policy: The Employee agrees to comply with all federal, state, and local laws applicable to both the Company’s primary office location and the Designated Remote Location. Any legally permitted costs, liabilities, or complications arising from the Employee's choice of a Designated Remote Location are the sole responsibility of the Employee. 2.5.3 Company Property and Data Security: All work must be performed using Company-provided equipment, and the Employee shall not store Company data on any personal devices unless authorized by the Company. The Employee must adhere strictly to all Company security and data protection policies. The Employee is responsible for ensuring a secure and stable internet connection for protecting Company property from theft, damage, or unauthorized access. 2.5.4 Expenses and Reimbursement: The Company will not reimburse the Employee for routine operating expenses associated with remote work, including utilities, insurance, internet service, telephone service, or home office furnishings, provided that the Company’s reimbursement obligation will be for expenses that are ordinary and necessary to the business and/or required to be reimbursed by applicable law, and in accordance with the Company’s standard expense policy. 2.5.5 Availability and Attendance: The Employee must maintain the same core work hours and be as available and responsive as if working in the Company’s office. The Company
Page 3 of 15 reserves the right to require the Employee to report to the Company’s office, or any other location designated by the Company, on reasonable notice for meetings, team building, training, or any other business reason determined by the Company at the sole expense of the Company. Failure to comply with such a request will be considered a breach of this Agreement and may result in disciplinary action, up to and including termination. ARTICLE 3 COMPENSATION AND BENEFITS 3.1 Base Salary. During the Term, the Company shall pay to Employee an annual base salary at a rate of Eight Hundred Fifty Thousand ($850,000) per annum in the first year of the Term; Nine Hundred Thousand ($900,000) per annum in the second year of the Term; and Nine Hundred Fifty Thousand ($950,000) per annum in the third year of the Term ("Base Salary") payable in accordance with the Company’s regular payroll policy for salaried employees. This position is classified as exempt, which means that Employee is not eligible for overtime pay and Employee will be expected to work additional hours outside normal business hours as may be required by the nature of Employee’s work assignments. After the initial three years of the Term, the Compensation Committee of the Board (the "Committee") may increase or decrease the Base Salary, in its sole discretion, taking into account Company and individual performance objectives. If the Employee is terminated for any or no reason, then the Base Salary for any partial contract year will be prorated and paid through the date of termination based on the number of days elapsed in such a contract year during which services were actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the date of termination. Notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Employee the Base Salary during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-term or long-term disability benefits under any policy or program maintained by the Company, (b) on Family and Medical Leave Act leave, or (c) is unable to perform Employee’s essential job duties by reason of a physical or mental incapacity or disability with or without a reasonable accommodation. 3.2 Discretionary Target Bonus. During the Term, Employee may be eligible to receive a non- guaranteed, discretionary cash bonus of up to sixty percent (60%) of the Base Salary per annum, on terms and conditions as determined by the Committee in its absolute and sole discretion taking into account Company and individual performance objectives (“Incentive Bonus”). This language, any prior year's bonus payment, or any projection of potential earnings shall never be construed as a promise, entitlement, or guarantee of any bonus in the current or future years. The Company may choose to award no bonus at all, even if performance targets are met, and this shall not constitute a breach of this Agreement. Except as set forth in Article 4 below, Employee must remain employed through the end of each calendar year to earn the Incentive Bonus. 3.3 Restricted Stock Units and Performance Stock Units Grant. The Company shall grant to Employee under the Company’s 2025 Equity Compensation Plan (“2025 ECP”): (i) Restricted Stock Units, as defined in the 2025 ECP (“RSUs”) of the Employer’s Class A Common Stock, $0.01 par value (the “Common Stock”) having a value on the grant date (the “Grant Date” as defined below) equal to Two Million Five Hundred Thousand Dollars ($2,500,000), such value to be determined based on average closing price of the Common Stock on the Nasdaq Capital Market for the five (5) trading days preceding the Grant Date, subject to a three-year linear time-based vesting schedule; and (ii) Performance Stock Units as defined in the 2025 ECP (“PSUs”) of the Employer’s Common Stock having a value on the Grant Date equal to Two Million Five Hundred Thousand Dollars ($2,500,000) such value to be determined based on average closing price of the Common Stock on the Nasdaq Capital Market for the five (5) trading days preceding the Grant Date, subject to a three-year linear performance-based vesting schedule, in each case,
Page 4 of 15 in accordance with the terms and conditions set forth in the 2025 ECP and the applicable award agreements thereunder, as approved by the Committee on November 11, 2025. The Grant Date shall mean with respect to the Current Grants the date on which the Current Grant Conditions have been met and with respect to the Additional Grants, the date on which the Additional Grant Conditions have been met, all as set forth in the Resolutions of the Committee of November 11, 2025. For purposes of clarity, the RSUs and PSUs granted hereunder are inclusive of, and not in addition to, all prior equity grants. 3.4 Employee Benefits and Perquisites. 3.4.1 Benefits. Employee shall be entitled to participate in such health, group insurance, and other employee benefit plans, programs, and arrangements as are made generally available from time to time to other employees of the Company, subject to Employee's satisfaction of all applicable eligibility conditions of such plans, programs, and arrangements. Nothing herein shall be construed to limit the Company's ability to amend or terminate any employee benefit plan or program in its sole discretion. 3.4.2 Fringe Benefits, Perquisites, and Paid Time Off. During the Term, Employee shall be entitled to participate in all fringe benefits and perquisites made available to other employees of the Company, subject to Employee's satisfaction of all applicable eligibility conditions to receive such fringe benefits and perquisites. In addition, Employee shall be eligible for paid time off ("PTO") per calendar year in accordance with the Company's vacation, sick, and PTO policy. 3.4.3 Reimbursement of Expenses. The Company shall reimburse Employee for all reasonable pre-approved business and travel expenses incurred in the performance of Employee’s job duties, promptly upon presentation of appropriate supporting documentation and otherwise in accordance with and subject to the expense reimbursement policy of the Company. ARTICLE 4 TERMINATION OF EMPLOYMENT 4.1 Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Term and Employee’s employment hereunder shall terminate effective on the date (the “Termination Date”) indicated upon the happening of any of the following events: a. Upon written notice by either Employee or the Company to the other party for any or no reason, in either case subject only to the terms of this Agreement; provided, however, that Employee is required to provide to the Company at least sixty (60) days’ written notice of intent to terminate employment for any reason unless the Company specifies an earlier date of termination; b. Upon (i) the death of Employee, effective immediately on the date of death without any notice; or (ii) upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of
Page 5 of 15 or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; c. Upon written notice by Employee to the Board of a material breach by the Company of its obligations under this Agreement (“Good Reason”), within thirty (30) days of such occurrence and such material breach shall have not been cured within thirty (30) days after the Board's receipt of written notice thereof from Employee. Employee's resignation will not be treated as being for Good Reason unless (i) Employee's actual resignation occurs during the two (2) month period following the end of the cure period and (ii) Employee provides such written notice within thirty (30) days of the Good Reason in reasonable detail the facts and circumstances constituting Good Reason; or d. Upon a determination by the Board acting in good faith in the Board’s sole discretion, effective immediately, that there is ground for termination for “Cause.” “Cause” shall mean (i) a breach by Employee of Employee’s fiduciary duties to the Company; (ii) Employee's material negligence or dereliction in the performance of, or failure to perform Employee's duties of employment with the Company, including the refusal to follow the lawful and reasonable instructions of the Board; (iii) Employee's breach of this Agreement, or any other written agreement between Employee and the Company; (iv) Employee has committed or has been indicted on charges or convicted or pleaded guilty or no contest to (A) any crime constituting a felony in the jurisdiction in which committed, (B) any crime involving moral turpitude (whether or not a felony), or (C) any other criminal act involving embezzlement, misappropriation of money, fraud, theft, or bribery (whether or not a felony); (v) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (vi) material impairment of duties, including, but not limited to, illegal or controlled substance abuse or insobriety by Employee; (vii) Employee's refusal or failure to carry out a lawful directive of the Company or the Board pursuant to the Company’s bylaws or applicable charter, or any of their respective designees, which directive is consistent with the scope and nature of Employee's responsibilities; (viii) engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability and/or genetic information); or (ix) any conduct, action or behavior by Employee that is, or is reasonably expected to be, materially damaging to the Company, whether to the business interests, finance or reputation. In addition, Employee's employment shall be deemed to have terminated for Cause if, on the date Employee's employment terminates, facts and circumstances exist that would have justified a termination for Cause, even if such facts and circumstances are discovered after such termination. 4.2 Compensation After Termination. a. If Employee voluntarily terminates this Agreement pursuant to Section 4.1.a hereof, or the Company terminates Employee under Section 4.1.d, then this Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s “Accrued Benefits” which shall mean: (i) accrued but unpaid Base Salary through the Termination Date; (ii) reimbursement for any unreimbursed pre-approved reasonable business expenses incurred through the Termination Date; (iii) accrued but unused PTO day and other fringe benefits to which Employee shall be entitled as of the Termination Date. For purposes of clarity, Accrued Benefits does not include any incentive compensation under Sections 3.2, 3.3 or 3.4, and Employee
Page 6 of 15 acknowledges that termination under this subsection 4.2.a. deems Employee to have forfeited any accrued but unpaid or unvested compensation under Sections 3.2, 3.3, and 3.4. b. If the Company terminates Employee’s employment during the Term pursuant to Section 4.1.b(i) hereof, then this Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Accrued Benefits and any earned but unpaid Incentive Bonus, if any, for the year preceding the year in which the termination occurred. c. If (i) Employee terminates the employment for Good Reason under Section 4.1.c; (ii) the Company terminates the Employee without Cause under Section 4.1.a; or (iii) the Company terminates the Employee under Section 4.1.b(ii), Employee shall be entitled to receive the Accrued Benefits and any earned but unpaid Incentive Bonus, if any, for the year preceding the year in which the termination occurred and offset against any disability insurance payments with respect to termination under Section 4.1.b(ii). In addition, the Company shall continue to pay Employee’s Base Salary, in accordance with customary payroll practices and subject to applicable withholding and payroll taxes (the "Severance Payments"), for a period of six (6) months (the "Severance Period"); provided, however, that the Severance Payments shall be conditioned upon the execution, non-revocation, and delivery of a general release of claims by Employee, in a form satisfactory to the Company, within forty-five (45) days following the Termination Date. In the event that Employee fails to timely execute and deliver such a release, the Company shall have no obligation to pay Severance Payments under this Agreement. For purposes of clarity, the Company will pay Severance Payments only if the employment of Employee is terminated under Sections 4.1.c, 4.1.a and 4.1.b(ii). 4.3 Post-Termination Obligations a. Return of Company Property. Upon termination of Employee's employment for any reason or under any circumstances, Employee shall promptly return, without copying, any and all of the property of the Company and any affiliates (including, without limitation, all computers, keys, credit cards, identification tags, documents, data, confidential information, work product, and other proprietary materials), and other materials. In its sole discretion, the Company may direct Employee, and Employee agrees to comply with any such direction, to delete or destroy any and all copies of such documents and materials that are not or cannot be returned to the Company that remain in Employee's possession or control. b. Post-Termination Cooperation. Employee agrees and covenants that, following the Term, Employee shall, to the extent requested by the Company, cooperate in good faith with the Company to assist the Company in the pursuit or defense of (except if Employee is adverse with respect to) any claim, administrative charge, or cause of action by or against the Company as to which Employee, by virtue of Employee’s employment with the Company or any other position that Employee holds that is affiliated with or was held at the request of the Company, has relevant knowledge or information, including by acting as the Company's representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse Employee for Employee’s reasonable out-of-pocket expenses incurred in compliance with this Section. c. Post-Termination Non-Assistance. Employee agrees and covenants that, following the Term, Employee shall not voluntarily assist, support, or cooperate with, directly or indirectly, any person or entity alleging or pursuing or defending against any claim, administrative charge, or cause or action against or by the Company, including by providing testimony or other information or documents, except under compulsion of law. Should Employee be compelled to testify, nothing in this Agreement is intended or shall prohibit Employee from providing complete and truthful testimony. Nothing in this Agreement shall
Page 7 of 15 in any way prevent Employee from cooperating with any investigation by any federal, state, or local governmental agency. 4.4 Termination or Repayment of Severance Payments. In addition to the foregoing, and not in any way in limitation thereof, or in limitation of any right or remedy otherwise available to the Company, if Employee violates any provision of this Agreement, including all post-termination obligations of Employee, any obligation of the Company to pay Severance Payments shall be terminated and of no further force or effect, and Employee shall promptly repay to the Company any Severance Payments previously made to Employee, in each case, without limiting or affecting Employee's obligations under this Agreement the Company's other rights and remedies available at law or equity. 4.5 Right of Set Off. In the event of a breach by Employee of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten days prior written notice to Employee, to set off and apply any and all amounts at any time held by the Company on behalf of Employee and all indebtedness at any time owing by the Company to Employee (including, but not limited to cash bonus, equity and accrued benefits) against any and all of the obligations of Employee now or hereafter existing. 4.6 Other Tax Matters. a. Withholding. The Company shall withhold all applicable federal, state, and local taxes, social security and workers' compensation contributions and other amounts as may be required by law with respect to compensation payable to Employee pursuant to this Agreement. Employee shall be liable for all tax consequences of all payments and compensation made hereunder or under any other agreement between Employee and the Company or any affiliate thereof. b. Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the published guidance thereunder ("Section 409A"). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered "nonqualified deferred compensation" under Section 409A unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "Termination Date," or like terms shall mean "separation from service." Notwithstanding any provision of this Agreement to the contrary, if Employee is a "specified employee" within the meaning of Section 409A, any payments or arrangements due upon a termination of Employee's employment under any arrangement that constitutes a "nonqualified deferral of compensation" within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six months after Employee's "separation from service" for any reason other than death, or (b) the date of Employee's death. This Agreement may be amended without requiring Employee's consent to the extent necessary (including retroactively) by the Company in order to preserve compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Employee's compensation and benefits and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A. c. Separation from Service. After any Termination Date, Employee shall have no duties or responsibilities that are inconsistent with having a "separation from service" within the meaning of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made
Page 8 of 15 upon a "separation from service" as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a "nonqualified deferral of compensation" within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company. d. Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. To the extent that any reimbursements are taxable to Employee, such reimbursements shall be paid to Employee on or before the last day of Employee's taxable year following the taxable year in which the related expense was incurred. Reimbursements shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements that Employee receives in one taxable year shall not affect the amount of such reimbursements that Employee receives in any other taxable year. e. Parachute Payments. If any payment, benefit, or distribution of any type to or for the benefit of Employee, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the "Parachute Payments") would (as determined by the Company) subject Employee to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction) shall be one dollar less than the amount which would cause the Parachute Payments to be subject to the Excise Tax. The Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash Parachute Payments that do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating any other Parachute Payments that do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating all other Parachute Payments that do constitute deferred compensation within the meaning of Section 409A, beginning with those payments last to be paid, subject to and in accordance with all applicable requirements of Section 409A. ARTICLE 5 NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT 5.1 Non-Competition. During the Term and, for a period of six (6) months following the Termination Date (the "Non-Compete Period"), Employee will not, and will cause Employee’s affiliates not to, directly or indirectly, through or in association with any third party, in any territory which the Company operates as of the time Employee is no longer employed by, consulting for, serving as a board member of, or no longer otherwise works for, the Company, (i) participate or engage in, market, sell, or provide any business, activity, products or services which are the same or similar to or otherwise competitive with the business, activity, products and services sold or provided by the Company or (ii) own, acquire, or control any interest, financial or otherwise, in a third party or business or manage, participate in, consult with, render services for or otherwise, any business, that in each case is engaged in selling or providing the same, similar or otherwise competitive services or products which the Company is selling or providing, other than ownership of one percent or less of the equity of a publicly traded company, whether as an individual on Employee’s account or as an employee, consultant, contractor, officer, director, shareholder, partner, member, joint venturer, representative, agent or equity owner of any business entity. The parties agree that this covenant is intended solely to protect the Company’s confidential financial and strategic information and customer relationships, and shall not restrict Employee’s ability to practice as a certified public accountant or accept employment in industries outside of media and entertainment.
Page 9 of 15 5.2 Non-Solicitation. Beginning on the date hereof and through the date that is one year following the Termination Date (the "Non-Solicit Period"), Employee will not, and will cause Employee’s affiliates not to, directly or indirectly, through or in association with any third party (1) call on, solicit, or service, engage or contract with, or take any action which may interfere with, impair, subvert, disrupt, or alter the relationship, contractual or otherwise, between the Company and any current or prospective customer, supplier, distributor, developer, service provider, licensor, or licensee or other material business relation of the Company, (2) divert or take away the business or patronage (with respect to products or services of the kind or type developed, produced, marketed, furnished, or sold by the Company) of any of the clients, customers, or accounts, or prospective clients, customers, or accounts, of the Company or (3) attempt to do any of the foregoing, either for Employee's own purposes or for any other third party. During the Non-Solicit Period, Employee will not, and will cause Employee’s affiliates not to, directly or indirectly, through or in association with any third party (1) solicit, induce, recruit, or encourage any employees or independent contractors of or consultants to the Company to terminate their relationship with the Company or take away or hire such employees, independent contractors, or consultants while such person(s) is employed or engaged by the Company and for three (3) months after the termination of such person’s employment or engagement with the Company, or (2) attempt, encourage or induce any of the foregoing, either for Employee's own purposes or for any other third party. 5.3 Non-Disparagement. Employee agrees that, during the Term and at any time thereafter, Employee will not make, or cause to be made, any statement, observation, or opinion, or communicate any information (whether oral or written), to any person other than a member of the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, or employees. 5.4 Notification. Employee authorizes the Company to notify others, in a non-disparaging and reasonable manner, including but not limited to, the Company’s customers and any future employer of Employee concerning the terms of this Agreement and Employee’s responsibility hereunder. ARTICLE 6 CONFIDENTIALITY 6.1 Representations. Employee acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Employee is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of Employee’s employment and service to the Company, Employee will have access to the Confidential Information. Employee, therefore, acknowledges that it is in the Company's legitimate business interest to restrict Employee's disclosure or use of Confidential Information for any purpose other than in connection with Employee's performance of Employee's duties for the Company, and to limit any potential misappropriation of such Confidential Information by Employee. 6.2 Nondisclosure/Nonuse. Employee will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Employee is or becomes aware, whether or not such information is developed by Employee, except to the extent that such disclosure or use is directly related to and required by Employee's performance in good faith of duties assigned to Employee by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Employee from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an "Order"); provided, further, however, that (i) Employee agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company's expense, in asserting any legal challenges to or appeals
Page 10 of 15 of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Employee shall limit Employee’s disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Employee shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Employee may then possess or have under Employee’s control. 6.3 Confidential Information. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Employee while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products, product ideas or services, (iii) fees, costs and pricing structures and other financial information, (iv) designs, (v) analyses and forecasts, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications, program listings, source codes and algorithms,(viii) systems, flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, (xvi) marketing plans and strategies, and (xvii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Employee proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. ARTICLE 7 PROPRIETARY INFORMATION AND INVENTIONS 7.1 Property. Employee agrees that all Confidential Information and all patents, copyrights, trademarks, inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos, products, equipment, and all similar or related information and materials (whether patentable or unpatentable) (collectively, "Inventions") which relate to the Company's actual or anticipated business, research and development, or existing or future products or services and which are conceived, developed, or made by Employee (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed (and thereafter if and to the extent such Inventions result from any work performed for the Company, any use of the Company's premises or property or any use of the Company's Confidential Information) by the Company (including those conceived, developed, or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, brands, tradename and service mark applications or registrations, copyrights, and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as, the "Work Product"), belong in all instances to such member of the Company. Employee will promptly disclose such Work Product to the Company during the Term and for six (6) months thereafter and perform all actions reasonably requested by the Company (whether during or after the Term) to establish and confirm the Company's ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents,
Page 11 of 15 powers of attorney, and other instruments) and to provide reasonable assistance to the Company (whether during or after the Term) in connection with the prosecution of any applications for patents, trademarks, brands, trade names, service marks, or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Employee recognizes and agrees that Inventions and Work Product, to the maximum extent permitted by law, constitute “works made for hire” and are the exclusive property of the Company, and all right, title, and interest in the Work Product vests in the Company. To the extent Work Product is not works for hire, the Work Product, and all of Employee's right, title, and interest in Work Product, including without limitation every priority right, is hereby assigned to the Company. 7.2 Cooperation. Employee shall, during the Term and at any time thereafter, assist and cooperate fully with the Company in obtaining for the Company the grant of letters patent, copyrights, and any other intellectual property rights relating to the Work Product in the United States and/or such other countries as the Company may designate. With respect to Work Product, Employee shall, during the Term and at any time thereafter, execute all applications, statements, instruments of transfer, assignment, conveyance or confirmation, or other documents, furnish all such information to the Company and take all such other appropriate lawful actions as the Company requests that are necessary to establish the Company's ownership of such Work Product. Employee will not assert or make a claim of ownership of any Work Product, and Employee will not file any applications for patents or copyright or trademark registration relating to any Work Product. 7.3 No Designation as Inventor; Waiver of Moral Rights. Employee agrees that the Company shall not be required to designate Employee as the inventor or author of any Work Product. Employee hereby irrevocably and unconditionally waives and releases, to the extent permitted by applicable law, all of Employee's rights to such designation and any rights concerning future modifications to any Work Product. To the extent permitted by applicable law, Employee hereby waives all claims to moral rights in and to any Work Product. 7.4 Pre-Existing and Third-Party Materials. Employee will not, in the course of employment with the Company, incorporate into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Employee or in which Employee has an interest without the Company's prior written permission. Employee hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product. Employee will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by any party other than Employee into any Work Product without the Company's prior written permission. 7.5 Attorney-in-Fact. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on Employee's behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright, trademark, and mask work registrations with the same legal force and effect as if executed by Employee, if the Company is unable because of Employee's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Employee's signature for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright or trademark registrations covering the Work Product owned by the Company pursuant to this Section. ARTICLE 8 GOVERNING LAW AND ARBITRATION
Page 12 of 15 8.1 Governing Law; Arbitration. This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York, without giving effect to any choice of law rules or other conflicting provision or rule that would cause the laws of any jurisdiction to be applied; and except as provided in this Article 8, the Company and Employee hereby consent and submit to the exclusive jurisdiction and venue of any state or federal court located in Southern District of New York, New York, for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement; provided, further, that the following provisions shall be governed by the Federal Arbitration Act: a. Arbitration of Disputes. To the fullest extent permitted by applicable law, any dispute or controversy arising under or in connection with this Agreement of any kind (e.g., whether in contract or in tort, statute or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law, shall be settled exclusively by arbitration, in accordance with the rules of the American Arbitration Association. For the avoidance of doubt, it is understood and agreed that this Agreement to arbitrate includes any and all claims and disputes, including, without limitation, as to arbitrability, with respect to Employee's employment with the Company or the termination of such employment, including, without limitation, any claim for alleged discrimination, harassment, or retaliation on the basis of race, sex, color, national origin, sexual orientation, age, religion, creed, marital status, veteran status, alienage, citizenship, disability or handicap, or any other legally protected status, and any alleged violation of any federal, state, or other governmental law, statute or regulation, including, but not limited to, any alleged violation of Title VII of the Civil Rights Act of 1964, other civil rights statutes including, without limitation, 42 U.S.C. § 1981, 42 U.S.C. § 1982, and 42 U.S.C. § 1985, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Immigration Reform and Control Act, the Sarbanes-Oxley Act, or any state or local law, statute or regulation, as such statutes, laws, and regulations are amended. Judgment may be entered on the arbitrator's award in any court having jurisdiction. b. Procedures; Enforcement. The arbitration hearing shall commence within ninety calendar days after a single, neutral arbitrator is selected, unless Company and Employee mutually agree to extend this time period. The arbitration shall take place in New York. The arbitrator will have full power to give directions and make such orders as the arbitrator deems just, and to award all remedies that would be available in court. Nonetheless, the arbitrator explicitly shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement. The arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator's award or decision is based within thirty days after the conclusion of the arbitration hearing. The award rendered by the arbitrator shall be final and binding (absent fraud or manifest error), and any arbitration award may be enforced by judgment entered or vacated in any court of competent jurisdiction. c. Cost Allocation. In the event of any contest or dispute relating to this Agreement or the termination of Employee's employment hereunder, each of the parties shall bear its own costs and expenses. Any arbitrator or arbitration process fee shall be governed by applicable law. 8.2 Voluntary Execution. Employee acknowledges that before agreeing to participate in this Agreement, Employee has had the opportunity to consult with any attorney or other advisor of Employee’s choice, and has been advised to do so by the Company. Employee further acknowledges that Employee has agreed to enter into this Agreement of Employee’s own free will, and that no promises or representations have been made to Employee by any person to induce Employee to enter into this Agreement other than the express terms set forth herein. Employee further acknowledges that Employee has read and understands this Agreement, including any waiver of rights set forth herein, is competent and of sound mind to execute this Agreement, is fully aware of the legal effect of this Agreement.
Page 13 of 15 ARTICLE 9 MISCELLANEOUS 9.1 Enforcement of Restrictive Covenants. Because Employee's services are special, unique, and extraordinary and because Employee has access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of Sections 5, 6 or 7 of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company, or any of its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of such provisions (without posting a bond or other security). 9.2 Assurances by Employee. Employee represents and warrants to the Company that Employee may enter into and fully perform all of Employee’s obligations under this Agreement and as an employee of the Company without breaching, violating, or conflicting with (i) any judgment, order, writ, decree, or injunction of any court, arbitrator, government agency, or other tribunal that applies to Employee or (ii) any agreement, contract, obligation, or understanding to which Employee is a party or may be bound. 9.3 Publicity. During the Term and for a six (6) month period thereafter, Employee hereby irrevocably consents to any and all uses and displays of the Employee's name, voice, likeness, image, appearance, and biographical information by the Company and its agents, representatives, and licensees for legitimate commercial or business purposes of the Company. 9.4 Notices. Except as otherwise specifically provided herein, any notice, consent, demand, or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given when delivered personally, when transmitted by facsimile transmission, one day after being deposited with Federal Express or other nationally recognized overnight delivery service, or three (3) days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office at 48 W 25th Street, Floor 3, New York, NY 10010 and, if to Employee, at Employee’s address set forth following Employee’s signature below. Either party may change such address from time to time by notice to the other. Only while Employee is still employed with the Company, notices may also be provided to Employee at Employee’s Company email address and to the Company at the Company email address of the Chief Executive Officer, the Chief Legal Officer/General Counsel, and the human resources director, and shall be deemed duly given when received by the applicable individual. 9.5 Amendments; Waivers. This Agreement may not be modified or amended or terminated except by an instrument in writing, signed by Employee and a duly authorized representative of the Company (other than Employee). By an instrument in writing similarly executed (and not by any other means), either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. To be effective, any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement being waived. 9.6 Inconsistencies. To the extent not prohibited by law, in the event of any inconsistency between any provision of this Agreement and any provision of any Company arrangement, the provisions of this Agreement shall control, unless Employee and the Company otherwise agree in a writing that expressly refers to the provision of this Agreement that is being waived.
Page 14 of 15 9.7 Assignment. Employee may not assign this Agreement and any attempted assignment shall be null and void. The Company may assign any of its rights or obligations under this Agreement to any person, business or entity that is the successor to the Company’s business under applicable law, but such assignment shall not waive, diminish or impair the Company’s obligations hereunder unless properly assigned to a successor entity. The obligations of Employee hereunder shall be binding upon Employee's heirs, administrators, executors, assigns, and other legal representatives. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Company's successors and assigns. 9.8 Headings. The headings and other captions of articles, sections and subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. 9.9 Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. 9.10 Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties shall survive any termination of Employee's employment. 9.11 Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 9.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes. 9.13 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior or contemporaneous offer letters, negotiations, correspondence, understandings and agreements between the parties, regarding the subject matter of this Agreement. 9.14 Effective Date. The terms, covenants, rights, and obligations set forth herein shall be fully effective as of September 4, 2025 (the "Effective Date"). The parties hereby ratify and confirm all actions taken by them pursuant to the terms of this Agreement between the Effective Date and the Execution Date. [signature page to follow]
Page 1 of 15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 21, 2025 (the "Effective Date"), by and between MediaCo Holding Inc., an Indiana corporation (together with its successors and assigns, the "Company"), and Debra DeFelice ("Employee"), an individual with an address of . RECITALS WHEREAS, the Company desires to employ Employee, (“CFO”) and Employee desires to be employed by the Company, as the Company's Chief Financial Officer, all upon the terms and conditions set forth herein; and WHEREAS, Employee represents that Employee possesses the necessary skills to perform the duties of this position and that Employee has no obligation to any other person or entity which would prevent, limit or interfere with the Employee’s ability to do so. NOW, THEREFORE, in consideration of the covenants, promises, terms, provisions, conditions, and representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE 1 TERM OF EMPLOYMENT 1. Employment and Term. The Company hereby agrees to employ Employee, and Employee hereby accepts employment by the Company, on the terms and conditions hereinafter set forth. Employee's term of employment with the Company under this Agreement shall commence on the Effective Date and shall continue until terminated by the Company or Employee pursuant to Section 4 (the "Term"). Employee's employment with the Company shall be on an "at-will" basis, meaning Employee may leave the Company, or the Company may require Employee to leave its employ with the Company, for any reason, at any time, except as otherwise provided by law. ARTICLE 2 EMPLOYMENT AND DUTIES 2.1. Position and Duties. During the Term, the Company shall employ Employee as CFO. Employee shall report directly to the Chief Executive Officer, subject to the specific direction of the Company's Board of Directors (the "Board"). Employee shall serve as the CFO and shall have such duties, authorities and responsibilities as are customarily associated and commensurate with Employee’s position as CFO in a public company of similar size and nature, and such other duties and responsibilities as specifically delegated to Employee from time to time by the Chief Executive Officer and/or the Board. The Company may change Employee’s position and duties, at any time depending on the Company's business requirements. 2.2 Exclusive Services and Efforts. Employee agrees to devote Employee’s efforts, energies, and skill to the discharge of the duties and responsibilities attributable to Employee’s position and, except as set forth herein, agrees to devote substantially all of Employee’s professional time, attention, skill and efforts to the business and affairs of the Company, and shall perform such duties and responsibilities in a
Page 2 of 15 diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the Company. Employee may engage in outside business or personal activities, including passive investments or volunteer work, so long as such activities do not create a conflict of interest or interfere with the Employee’s responsibilities to the Company. Prior approval of the Audit Committee is only required where a potential conflict of interest may exist. Employee shall be entitled to engage in service on the board of directors of up to three (3) not-for-profit organizations, in each case, to the extent such activity or service does not, either individually or in the aggregate conflict with the Company’s interests or interfere with the performance of Employee’s duties and responsibilities to the Company, as determined by the Company in its sole reasonable discretion. 2.3 Compliance with Company Policies. Employee shall be subject to the Company’s bylaws, policies, practices, procedures and rules of the Company, including without limitation, those policies and procedures set forth in the Company's employee manual or handbook (collectively, the “Handbook”). Employee's violation of the terms of the Handbook shall be considered a breach of the terms of this Agreement. 2.4 Location of Employment. Employee is designated as a remote worker for purposes of this Agreement. Employee’s primary location of employment shall be at Employee’s home at . 2.5 Remote Work. If designated as “remote” in 2.4, the Company acknowledges that the Employee’s remote work arrangement is an approved and ongoing term of employment. Any change requiring employee to relocate or work primarily from a Company office shall be made only upon mutual agreement. 2.5.1 Designated Remote Location: The Employee must perform all remote work from a consistent location in the contiguous United States conducive for Employee to execute Employee’s responsibilities and duties under terms and conditions of this Agreement (the "Designated Remote Location"). The Employee shall not change the Designated Remote Location without the express, prior written consent of the Company. The Employee must ensure and is solely responsible for ensuring the Designated Remote Location is a secure, private, and ergonomically appropriate workspace that facilitates effective work and communication. 2.5.2 Compliance with Law and Policy: The Employee agrees to comply with all federal, state, and local laws applicable to both the Company’s primary office location and the Designated Remote Location. Any legally permitted costs, liabilities, or complications arising from the Employee's choice of a Designated Remote Location are the sole responsibility of the Employee. 2.5.3 Company Property and Data Security: All work must be performed using Company-provided equipment, and the Employee shall not store Company data on any personal devices unless authorized by the Company. The Employee must adhere strictly to all Company security and data protection policies. The Employee is responsible for ensuring a secure and stable internet connection for protecting Company property from theft, damage, or unauthorized access. 2.5.4 Expenses and Reimbursement: The Company will not reimburse the Employee for routine operating expenses associated with remote work, including utilities, insurance, internet service, telephone service, or home office furnishings, provided that the Company’s reimbursement obligation will be for expenses that are ordinary and necessary to the business and/or required to be reimbursed by applicable law, and in accordance with the Company’s standard expense policy. 2.5.5 Availability and Attendance: The Employee must maintain the same core work hours and be as available and responsive as if working in the Company’s office. The Company reserves the right to require the Employee to report to the Company’s office, or any other location
Page 3 of 15 designated by the Company, on reasonable notice for meetings, team building, training, or any other business reason determined by the Company at the sole expense of the Company. Failure to comply with such a request will be considered a breach of this Agreement and may result in disciplinary action, up to and including termination. ARTICLE 3 COMPENSATION AND BENEFITS 3.1 Base Salary. During the Term, the Company shall pay to Employee an annual base salary at a rate of Five Hundred Fifty Thousand ($550,000) per annum in the first year of the Term; Six Hundred Thousand ($600,000) per annum in the second year of the Term; and Six Hundred Fifty Thousand ($650,000) per annum in the third year of the Term ("Base Salary") payable in accordance with the Company’s regular payroll policy for salaried employees. This position is classified as exempt, which means that Employee is not eligible for overtime pay and Employee will be expected to work additional hours outside normal business hours as may be required by the nature of Employee’s work assignments. After the initial three years of the Term, the Compensation Committee of the Board (the "Committee") may increase or decrease the Base Salary, in its sole discretion, taking into account Company and individual performance objectives. If the Employee is terminated for any or no reason, then the Base Salary for any partial contract year will be prorated and paid through the date of termination based on the number of days elapsed in such a contract year during which services were actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the date of termination. Notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Employee the Base Salary during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-term or long-term disability benefits under any policy or program maintained by the Company, (b) on Family and Medical Leave Act leave, or (c) is unable to perform Employee’s essential job duties by reason of a physical or mental incapacity or disability with or without a reasonable accommodation. 3.2 Discretionary Target Bonus. During the Term, Employee may be eligible to receive a non- guaranteed, discretionary cash bonus of up to sixty percent (60%) of the Base Salary per annum, on terms and conditions as determined by the Committee in its absolute and sole discretion taking into account Company and individual performance objectives (“Incentive Bonus”). This language, any prior year's bonus payment, or any projection of potential earnings shall never be construed as a promise, entitlement, or guarantee of any bonus in the current or future years. The Company may choose to award no bonus at all, even if performance targets are met, and this shall not constitute a breach of this Agreement. Except as set forth in Article 4 below, Employee must remain employed through the end of each calendar year to earn the Incentive Bonus. 3.3 Restricted Stock Units and Performance Stock Units Grant. The Company shall grant to Employee under the Company’s 2025 Equity Compensation Plan (“2025 ECP”): (i) Restricted Stock Units, as defined in the 2025 ECP (“RSUs”) of the Employer’s Class A Common Stock, $0.01 par value (the “Common Stock”) having a value on the grant date (the “Grant Date” as defined below) equal to One Million Dollars ($1,000,000), such value to be determined based on average closing price of the Common Stock on the Nasdaq Capital Market for the five (5) trading days preceding the Grant Date, subject to a three-year linear time-based vesting schedule; and (ii) Performance Stock Units as defined in the 2025 ECP (“PSUs”) of the Employer’s Common Stock having a value on the Grant Date equal to One Million Dollars ($1,000,000) such value to be determined based on average closing price of the Common Stock on the Nasdaq Capital Market for the five (5) trading days preceding the Grant Date, subject to a three-year linear performance-based vesting schedule, in each case, in accordance with the terms and conditions set forth in the 2025 ECP and the applicable award agreements thereunder, as approved by the Compensation
Page 4 of 15 Committee on November 11, 2025. The Grant Date shall mean with respect to the Current Grants the date on which the Current Grant Conditions have been met and with respect to the Additional Grants, the date on which the Additional Grant Conditions have been met, all as set forth in the Resolutions of the Compensation Committee of November 11, 2025. For purposes of clarity, the RSUs and PSUs granted hereunder are inclusive of, and not in addition to, all prior equity grants. 3.4 Employee Benefits and Perquisites. 3.4.1 Benefits. Employee shall be entitled to participate in such health, group insurance, and other employee benefit plans, programs, and arrangements as are made generally available from time to time to other employees of the Company, subject to Employee's satisfaction of all applicable eligibility conditions of such plans, programs, and arrangements. Nothing herein shall be construed to limit the Company's ability to amend or terminate any employee benefit plan or program in its sole discretion. 3.4.2 Fringe Benefits, Perquisites, and Paid Time Off. During the Term, Employee shall be entitled to participate in all fringe benefits and perquisites made available to other employees of the Company, subject to Employee's satisfaction of all applicable eligibility conditions to receive such fringe benefits and perquisites. In addition, Employee shall be eligible for paid time off ("PTO") per calendar year in accordance with the Company's vacation, sick, and PTO policy. 3.4.3 Reimbursement of Expenses. The Company shall reimburse Employee for all reasonable pre-approved business and travel expenses incurred in the performance of Employee’s job duties, promptly upon presentation of appropriate supporting documentation and otherwise in accordance with and subject to the expense reimbursement policy of the Company. ARTICLE 4 TERMINATION OF EMPLOYMENT 4.1 Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Term and Employee’s employment hereunder shall terminate effective on the date (the “Termination Date”) indicated upon the happening of any of the following events: a. Upon written notice by either Employee or the Company to the other party for any or no reason, in either case subject only to the terms of this Agreement; provided, however, that Employee is required to provide to the Company at least sixty (60) days’ written notice of intent to terminate employment for any reason unless the Company specifies an earlier date of termination; b. Upon (i) the death of Employee, effective immediately on the date of death without any notice; or (ii) upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by
Page 5 of 15 the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; c. Upon written notice by Employee to the Board of a material breach by the Company of its obligations under this Agreement (“Good Reason”), within thirty (30) days of such occurrence and such material breach shall have not been cured within thirty (30) days after the Board's receipt of written notice thereof from Employee. Employee's resignation will not be treated as being for Good Reason unless (i) Employee's actual resignation occurs during the two (2) month period following the end of the cure period and (ii) Employee provides such written notice within thirty (30) days of the Good Reason in reasonable detail the facts and circumstances constituting Good Reason; or d. Upon a determination by the Board acting in good faith in the Board’s sole discretion, effective immediately, that there is ground for termination for “Cause.” “Cause” shall mean (i) a breach by Employee of Employee’s fiduciary duties to the Company; (ii) Employee's material negligence or dereliction in the performance of, or failure to perform Employee's duties of employment with the Company, including the refusal to follow the lawful and reasonable instructions of the Board or Employee’s supervising officer; (iii) Employee's breach of this Agreement, or any other written agreement between Employee and the Company; (iv) Employee has committed or has been indicted on charges or convicted or pleaded guilty or no contest to (A) any crime constituting a felony in the jurisdiction in which committed, (B) any crime involving moral turpitude (whether or not a felony), or (C) any other criminal act involving embezzlement, misappropriation of money, fraud, theft, or bribery (whether or not a felony); (v) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (vi) material impairment of duties, including, but not limited to, illegal or controlled substance abuse or insobriety by Employee; (vii) Employee's refusal or failure to carry out a lawful directive of the Company or the Board pursuant to the Company’s bylaws or applicable charter, or any of their respective designees, which directive is consistent with the scope and nature of Employee's responsibilities; (viii) engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability and/or genetic information); or (ix) any conduct, action or behavior by Employee that is, or is reasonably expected to be, materially damaging to the Company, whether to the business interests, finance or reputation. In addition, Employee's employment shall be deemed to have terminated for Cause if, on the date Employee's employment terminates, facts and circumstances exist that would have justified a termination for Cause, even if such facts and circumstances are discovered after such termination. 4.2 Compensation After Termination. a. If Employee voluntarily terminates this Agreement pursuant to Section 4.1.a hereof, or the Company terminates Employee under Section 4.1.d, then this Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s “Accrued Benefits” which shall mean: (i) accrued but unpaid Base Salary through the Termination Date; (ii) reimbursement for any unreimbursed pre-approved reasonable business expenses incurred through the Termination Date; (iii) accrued but unused PTO day and other fringe benefits to which Employee shall be entitled as of the Termination Date. For purposes of clarity, Accrued Benefits does not include any incentive compensation under Sections 3.2, 3.3 or 3.4, and Employee
Page 6 of 15 acknowledges that termination under this subsection 4.2.a. deems Employee to have forfeited any accrued but unpaid or unvested compensation under Sections 3.2, 3.3, and 3.4. b. If the Company terminates Employee’s employment during the Term pursuant to Section 4.1.b(i) hereof, then this Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Accrued Benefits and any earned but unpaid Incentive Bonus, if any, for the year preceding the year in which the termination occurred. c. If (i) Employee terminates the employment for Good Reason under Section 4.1.c; (ii) the Company terminates the Employee without Cause under Section 4.1.a; or (iii) the Company terminates the Employee under Section 4.1.b(ii), Employee shall be entitled to receive the Accrued Benefits and any earned but unpaid Incentive Bonus, if any, for the year preceding the year in which the termination occurred and offset against any disability insurance payments with respect to termination under Section 4.1.b(ii). In addition, the Company shall continue to pay Employee’s Base Salary, in accordance with customary payroll practices and subject to applicable withholding and payroll taxes (the "Severance Payments"), for a period of six (6) months (the "Severance Period"); provided, however, that the Severance Payments shall be conditioned upon the execution, non-revocation, and delivery of a general release of claims by Employee, in a form satisfactory to the Company, within forty-five (45) days following the Termination Date. In the event that Employee fails to timely execute and deliver such a release, the Company shall have no obligation to pay Severance Payments under this Agreement. For purposes of clarity, the Company will pay Severance Payments only if the employment of Employee is terminated under Sections 4.1.c, 4.1.a and 4.1.b(ii). 4.3 Post-Termination Obligations a. Return of Company Property. Upon termination of Employee's employment for any reason or under any circumstances, Employee shall promptly return, without copying, any and all of the property of the Company and any affiliates (including, without limitation, all computers, keys, credit cards, identification tags, documents, data, confidential information, work product, and other proprietary materials), and other materials. In its sole discretion, the Company may direct Employee, and Employee agrees to comply with any such direction, to delete or destroy any and all copies of such documents and materials that are not or cannot be returned to the Company that remain in Employee's possession or control. b. Post-Termination Cooperation. Employee agrees and covenants that, following the Term, Employee shall, to the extent requested by the Company, cooperate in good faith with the Company to assist the Company in the pursuit or defense of (except if Employee is adverse with respect to) any claim, administrative charge, or cause of action by or against the Company as to which Employee, by virtue of Employee’s employment with the Company or any other position that Employee holds that is affiliated with or was held at the request of the Company, has relevant knowledge or information, including by acting as the Company's representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse Employee for Employee’s reasonable out-of-pocket expenses incurred in compliance with this Section. c. Post-Termination Non-Assistance. Employee agrees and covenants that, following the Term, Employee shall not voluntarily assist, support, or cooperate with, directly or indirectly, any person or entity alleging or pursuing or defending against any claim, administrative charge, or cause or action against or by the Company, including by providing testimony or other information or documents, except under compulsion of law. Should Employee be compelled to testify, nothing in this Agreement is intended or shall prohibit Employee from providing complete and truthful testimony. Nothing in this Agreement shall
Page 7 of 15 in any way prevent Employee from cooperating with any investigation by any federal, state, or local governmental agency. 4.4 Termination or Repayment of Severance Payments. In addition to the foregoing, and not in any way in limitation thereof, or in limitation of any right or remedy otherwise available to the Company, if Employee violates any provision of this Agreement, including all post-termination obligations of Employee, any obligation of the Company to pay Severance Payments shall be terminated and of no further force or effect, and Employee shall promptly repay to the Company any Severance Payments previously made to Employee, in each case, without limiting or affecting Employee's obligations under this Agreement the Company's other rights and remedies available at law or equity. 4.5 Right of Set Off. In the event of a breach by Employee of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten days prior written notice to Employee, to set off and apply any and all amounts at any time held by the Company on behalf of Employee and all indebtedness at any time owing by the Company to Employee (including, but not limited to cash bonus, equity and accrued benefits) against any and all of the obligations of Employee now or hereafter existing. 4.6 Other Tax Matters. a. Withholding. The Company shall withhold all applicable federal, state, and local taxes, social security and workers' compensation contributions and other amounts as may be required by law with respect to compensation payable to Employee pursuant to this Agreement. Employee shall be liable for all tax consequences of all payments and compensation made hereunder or under any other agreement between Employee and the Company or any affiliate thereof. b. Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the published guidance thereunder ("Section 409A"). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered "nonqualified deferred compensation" under Section 409A unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "Termination Date," or like terms shall mean "separation from service." Notwithstanding any provision of this Agreement to the contrary, if Employee is a "specified employee" within the meaning of Section 409A, any payments or arrangements due upon a termination of Employee's employment under any arrangement that constitutes a "nonqualified deferral of compensation" within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six months after Employee's "separation from service" for any reason other than death, or (b) the date of Employee's death. This Agreement may be amended without requiring Employee's consent to the extent necessary (including retroactively) by the Company in order to preserve compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Employee's compensation and benefits and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A. c. Separation from Service. After any Termination Date, Employee shall have no duties or responsibilities that are inconsistent with having a "separation from service" within the meaning of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made
Page 8 of 15 upon a "separation from service" as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a "nonqualified deferral of compensation" within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company. d. Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. To the extent that any reimbursements are taxable to Employee, such reimbursements shall be paid to Employee on or before the last day of Employee's taxable year following the taxable year in which the related expense was incurred. Reimbursements shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements that Employee receives in one taxable year shall not affect the amount of such reimbursements that Employee receives in any other taxable year. e. Parachute Payments. If any payment, benefit, or distribution of any type to or for the benefit of Employee, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the "Parachute Payments") would (as determined by the Company) subject Employee to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction) shall be one dollar less than the amount which would cause the Parachute Payments to be subject to the Excise Tax. The Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash Parachute Payments that do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating any other Parachute Payments that do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating all other Parachute Payments that do constitute deferred compensation within the meaning of Section 409A, beginning with those payments last to be paid, subject to and in accordance with all applicable requirements of Section 409A. ARTICLE 5 NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT 5.1 Non-Competition. During the Term and, for a period of six (6) months following the Termination Date (the "Non-Compete Period"), Employee will not, and will cause Employee’s affiliates not to, directly or indirectly, through or in association with any third party, in any territory which the Company operates as of the time Employee is no longer employed by, consulting for, serving as a board member of, or no longer otherwise works for, the Company, (i) participate or engage in, market, sell, or provide any business, activity, products or services which are the same or similar to or otherwise competitive with the business, activity, products and services sold or provided by the Company or (ii) own, acquire, or control any interest, financial or otherwise, in a third party or business or manage, participate in, consult with, render services for or otherwise, any business, that in each case is engaged in selling or providing the same, similar or otherwise competitive services or products which the Company is selling or providing, other than ownership of one percent or less of the equity of a publicly traded company, whether as an individual on Employee’s account or as an employee, consultant, contractor, officer, director, shareholder, partner, member, joint venturer, representative, agent or equity owner of any business entity. The parties agree that this covenant is intended solely to protect the Company’s confidential financial and strategic information and customer relationships, and shall not restrict Employee’s ability to practice as a certified public accountant or accept employment in industries outside of media and entertainment.
Page 9 of 15 5.2 Non-Solicitation. Beginning on the date hereof and through the date that is one year following the Termination Date (the "Non-Solicit Period"), Employee will not, and will cause Employee’s affiliates not to, directly or indirectly, through or in association with any third party (1) call on, solicit, or service, engage or contract with, or take any action which may interfere with, impair, subvert, disrupt, or alter the relationship, contractual or otherwise, between the Company and any current or prospective customer, supplier, distributor, developer, service provider, licensor, or licensee or other material business relation of the Company, (2) divert or take away the business or patronage (with respect to products or services of the kind or type developed, produced, marketed, furnished, or sold by the Company) of any of the clients, customers, or accounts, or prospective clients, customers, or accounts, of the Company or (3) attempt to do any of the foregoing, either for Employee's own purposes or for any other third party. During the Non-Solicit Period, Employee will not, and will cause Employee’s affiliates not to, directly or indirectly, through or in association with any third party (1) solicit, induce, recruit, or encourage any employees or independent contractors of or consultants to the Company to terminate their relationship with the Company or take away or hire such employees, independent contractors, or consultants while such person(s) is employed or engaged by the Company and for three (3) months after the termination of such person’s employment or engagement with the Company, or (2) attempt, encourage or induce any of the foregoing, either for Employee's own purposes or for any other third party. 5.3 Non-Disparagement. Employee agrees that, during the Term and at any time thereafter, Employee will not make, or cause to be made, any statement, observation, or opinion, or communicate any information (whether oral or written), to any person other than a member of the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, or employees. 5.4 Notification. Employee authorizes the Company to notify others, in a non-disparaging and reasonable manner, including but not limited to, the Company’s customers and any future employer of Employee concerning the terms of this Agreement and Employee’s responsibility hereunder. ARTICLE 6 CONFIDENTIALITY 6.1 Representations. Employee acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Employee is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of Employee’s employment and service to the Company, Employee will have access to the Confidential Information. Employee, therefore, acknowledges that it is in the Company's legitimate business interest to restrict Employee's disclosure or use of Confidential Information for any purpose other than in connection with Employee's performance of Employee's duties for the Company, and to limit any potential misappropriation of such Confidential Information by Employee. 6.2 Nondisclosure/Nonuse. Employee will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Employee is or becomes aware, whether or not such information is developed by Employee, except to the extent that such disclosure or use is directly related to and required by Employee's performance in good faith of duties assigned to Employee by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Employee from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an "Order"); provided, further, however, that (i) Employee agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company's expense, in asserting any legal challenges to or appeals
Page 10 of 15 of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Employee shall limit Employee’s disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Employee shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Employee may then possess or have under Employee’s control. 6.3 Confidential Information. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Employee while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products, product ideas or services, (iii) fees, costs and pricing structures and other financial information, (iv) designs, (v) analyses and forecasts, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications, program listings, source codes and algorithms,(viii) systems, flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, (xvi) marketing plans and strategies, and (xvii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Employee proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. ARTICLE 7 PROPRIETARY INFORMATION AND INVENTIONS 7.1 Property. Employee agrees that all Confidential Information and all patents, copyrights, trademarks, inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos, products, equipment, and all similar or related information and materials (whether patentable or unpatentable) (collectively, "Inventions") which relate to the Company's actual or anticipated business, research and development, or existing or future products or services and which are conceived, developed, or made by Employee (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed (and thereafter if and to the extent such Inventions result from any work performed for the Company, any use of the Company's premises or property or any use of the Company's Confidential Information) by the Company (including those conceived, developed, or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, brands, tradename and service mark applications or registrations, copyrights, and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as, the "Work Product"), belong in all instances to such member of the Company. Employee will promptly disclose such Work Product to the Company during the Term and for six (6) months thereafter and perform all actions reasonably requested by the Company (whether during or after the Term) to establish and confirm the Company's ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents,
Page 11 of 15 powers of attorney, and other instruments) and to provide reasonable assistance to the Company (whether during or after the Term) in connection with the prosecution of any applications for patents, trademarks, brands, trade names, service marks, or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Employee recognizes and agrees that Inventions and Work Product, to the maximum extent permitted by law, constitute “works made for hire” and are the exclusive property of the Company, and all right, title, and interest in the Work Product vests in the Company. To the extent Work Product is not works for hire, the Work Product, and all of Employee's right, title, and interest in Work Product, including without limitation every priority right, is hereby assigned to the Company. 7.2 Cooperation. Employee shall, during the Term and at any time thereafter, assist and cooperate fully with the Company in obtaining for the Company the grant of letters patent, copyrights, and any other intellectual property rights relating to the Work Product in the United States and/or such other countries as the Company may designate. With respect to Work Product, Employee shall, during the Term and at any time thereafter, execute all applications, statements, instruments of transfer, assignment, conveyance or confirmation, or other documents, furnish all such information to the Company and take all such other appropriate lawful actions as the Company requests that are necessary to establish the Company's ownership of such Work Product. Employee will not assert or make a claim of ownership of any Work Product, and Employee will not file any applications for patents or copyright or trademark registration relating to any Work Product. 7.3 No Designation as Inventor; Waiver of Moral Rights. Employee agrees that the Company shall not be required to designate Employee as the inventor or author of any Work Product. Employee hereby irrevocably and unconditionally waives and releases, to the extent permitted by applicable law, all of Employee's rights to such designation and any rights concerning future modifications to any Work Product. To the extent permitted by applicable law, Employee hereby waives all claims to moral rights in and to any Work Product. 7.4 Pre-Existing and Third-Party Materials. Employee will not, in the course of employment with the Company, incorporate into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Employee or in which Employee has an interest without the Company's prior written permission. Employee hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product. Employee will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by any party other than Employee into any Work Product without the Company's prior written permission. 7.5 Attorney-in-Fact. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on Employee's behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright, trademark, and mask work registrations with the same legal force and effect as if executed by Employee, if the Company is unable because of Employee's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Employee's signature for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright or trademark registrations covering the Work Product owned by the Company pursuant to this Section. ARTICLE 8 GOVERNING LAW AND ARBITRATION
Page 12 of 15 8.1 Governing Law; Arbitration. This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York, without giving effect to any choice of law rules or other conflicting provision or rule that would cause the laws of any jurisdiction to be applied; and except as provided in this Article 8, the Company and Employee hereby consent and submit to the exclusive jurisdiction and venue of any state or federal court located in Southern District of New York, New York, for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement; provided, further, that the following provisions shall be governed by the Federal Arbitration Act: a. Arbitration of Disputes. To the fullest extent permitted by applicable law, any dispute or controversy arising under or in connection with this Agreement of any kind (e.g., whether in contract or in tort, statute or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law, shall be settled exclusively by arbitration, in accordance with the rules of the American Arbitration Association. For the avoidance of doubt, it is understood and agreed that this Agreement to arbitrate includes any and all claims and disputes, including, without limitation, as to arbitrability, with respect to Employee's employment with the Company or the termination of such employment, including, without limitation, any claim for alleged discrimination, harassment, or retaliation on the basis of race, sex, color, national origin, sexual orientation, age, religion, creed, marital status, veteran status, alienage, citizenship, disability or handicap, or any other legally protected status, and any alleged violation of any federal, state, or other governmental law, statute or regulation, including, but not limited to, any alleged violation of Title VII of the Civil Rights Act of 1964, other civil rights statutes including, without limitation, 42 U.S.C. § 1981, 42 U.S.C. § 1982, and 42 U.S.C. § 1985, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Immigration Reform and Control Act, the Sarbanes-Oxley Act, or any state or local law, statute or regulation, as such statutes, laws, and regulations are amended. Judgment may be entered on the arbitrator's award in any court having jurisdiction. b. Procedures; Enforcement. The arbitration hearing shall commence within ninety calendar days after a single, neutral arbitrator is selected, unless Company and Employee mutually agree to extend this time period. The arbitration shall take place in New York. The arbitrator will have full power to give directions and make such orders as the arbitrator deems just, and to award all remedies that would be available in court. Nonetheless, the arbitrator explicitly shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement. The arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator's award or decision is based within thirty days after the conclusion of the arbitration hearing. The award rendered by the arbitrator shall be final and binding (absent fraud or manifest error), and any arbitration award may be enforced by judgment entered or vacated in any court of competent jurisdiction. c. Cost Allocation. In the event of any contest or dispute relating to this Agreement or the termination of Employee's employment hereunder, each of the parties shall bear its own costs and expenses. Any arbitrator or arbitration process fee shall be governed by applicable law. 8.2 Voluntary Execution. Employee acknowledges that before agreeing to participate in this Agreement, Employee has had the opportunity to consult with any attorney or other advisor of Employee’s choice, and has been advised to do so by the Company. Employee further acknowledges that Employee has agreed to enter into this Agreement of Employee’s own free will, and that no promises or representations have been made to Employee by any person to induce Employee to enter into this Agreement other than the express terms set forth herein. Employee further acknowledges that Employee has read and understands this Agreement, including any waiver of rights set forth herein, is competent and of sound mind to execute this Agreement, is fully aware of the legal effect of this Agreement.
Page 13 of 15 ARTICLE 9 MISCELLANEOUS 9.1 Enforcement of Restrictive Covenants. Because Employee's services are special, unique, and extraordinary and because Employee has access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of Sections 5, 6 or 7 of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company, or any of its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of such provisions (without posting a bond or other security). 9.2 Assurances by Employee. Employee represents and warrants to the Company that Employee may enter into and fully perform all of Employee’s obligations under this Agreement and as an employee of the Company without breaching, violating, or conflicting with (i) any judgment, order, writ, decree, or injunction of any court, arbitrator, government agency, or other tribunal that applies to Employee or (ii) any agreement, contract, obligation, or understanding to which Employee is a party or may be bound. 9.3 Publicity. During the Term and for a six (6) month period thereafter, Employee’s name, voice, likeness, image, appearance, and biographical information may be used solely for internal corporate communications, governance disclosures, or as required by law or regulation. No such use shall be made for advertising, marketing, or promotional purposes without the Employee’s prior written consent. 9.4 Notices. Except as otherwise specifically provided herein, any notice, consent, demand, or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given when delivered personally, when transmitted by facsimile transmission, one day after being deposited with Federal Express or other nationally recognized overnight delivery service, or three (3) days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office at 48 W 25th Street, Floor 3, New York, NY 10010 and, if to Employee, at Employee’s address set forth following Employee’s signature below. Either party may change such address from time to time by notice to the other. Only while Employee is still employed with the Company, notices may also be provided to Employee at Employee’s Company email address and to the Company at the Company email address of the Chief Executive Officer, the Chief Legal Officer/General Counsel, and the human resources director, and shall be deemed duly given when received by the applicable individual. 9.5 Amendments; Waivers. This Agreement may not be modified or amended or terminated except by an instrument in writing, signed by Employee and a duly authorized representative of the Company (other than Employee). By an instrument in writing similarly executed (and not by any other means), either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. To be effective, any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement being waived. 9.6 Inconsistencies. To the extent not prohibited by law, in the event of any inconsistency between any provision of this Agreement and any provision of any Company arrangement, the provisions of this Agreement shall control, unless Employee and the Company otherwise agree in a writing that expressly refers to the provision of this Agreement that is being waived.
Page 14 of 15 9.7 Assignment. Employee may not assign this Agreement and any attempted assignment shall be null and void. The Company may assign any of its rights or obligations under this Agreement to any person, business or entity that is the successor to the Company’s business under applicable law, but such assignment shall not waive, diminish or impair the Company’s obligations hereunder unless properly assigned to a successor entity. The obligations of Employee hereunder shall be binding upon Employee's heirs, administrators, executors, assigns, and other legal representatives. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Company's successors and assigns. 9.8 Headings. The headings and other captions of articles, sections and subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. 9.9 Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. 9.10 Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties shall survive any termination of Employee's employment. 9.11 Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 9.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes. 9.13 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior or contemporaneous offer letters, negotiations, correspondence, understandings and agreements between the parties, regarding the subject matter of this Agreement. 9.14 Effective Date. The terms, covenants, rights, and obligations set forth herein shall be fully effective as of September 4, 2025 (the "Effective Date"). The parties hereby ratify and confirm all actions taken by them pursuant to the terms of this Agreement between the Effective Date and the Execution Date. [signature page to follow]
Page 15 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the day and year first above written. MEDIACO HOLDING INC. By: __________ Name: Deborah McDermott EMPLOYEE: By: ______________________ Name: Debra DeFelice Address for Notices:
Exhibit 21
INFORMATION REGARDING SUBSIDIARIES AND VARIABLE INTEREST ENTITIES OF THE REGISTRANT
| Name Under Which Subsidiary Does Business | Jurisdiction of Organization | ||||
| MediaCo Holding Inc. | IN | ||||
| MediaCo WQHT License LLC | IN | ||||
| MediaCo WBLS License LLC | IN | ||||
| MediaCo Operations LLC | DE | ||||
| Estrella Broadcasting, Inc.* | DE | ||||
| Estrella Media Holdings, Inc.* | DE | ||||
| Estrella Media Intermediate Holdings, Inc.* | DE | ||||
| Estrella Radio Broadcasting of Houston LLC* | DE | ||||
| Estrella Radio License of Houston LLC* | DE | ||||
| Estrella Television of Houston LLC* | DE | ||||
| Estrella Television License of Houston LLC* | DE | ||||
| Estrella Radio Broadcasting of Dallas LLC* | DE | ||||
| Estrella Radio License of Dallas LLC* | DE | ||||
| Estrella Television of Dallas LLC* | DE | ||||
| Estrella Television License of Dallas LLC* | DE | ||||
| Estrella Media, Inc.* | CA | ||||
| Estrella Studios LLC* | CA | ||||
| Agua Fresca Studios LLC* | CA | ||||
| Estrella Media Music Entertainment LLC* | CA | ||||
| Estrella Radio Broadcasting of California LLC* | CA | ||||
| Estrella Radio License of California LLC* | CA | ||||
| Estrella Television LLC* | CA | ||||
| Estrella KRCA Television LLC* | CA | ||||
| Estrella Television License LLC* | CA | ||||
* Variable Interest Entity | |||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-280779 and 333-281481 on Form S-3 and Registration Statement Nos. 333-246338 and 333-256430 on Form S-8 of our report dated March 31, 2026, relating to the financial statements of MediaCo Holding Inc. appearing in this Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 31, 2026
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-246338) pertaining to the 2020 Equity Compensation Plan of MediaCo Holding Inc. and Subsidiaries,
(2) Registration Statement (Form S-8 No. 333-256430) pertaining to the 2021 Equity Compensation Plan of MediaCo Holding Inc. and Subsidiaries,
(3) Registration Statement (Form S-3 No. 333-280779) of MediaCo Holding Inc. and Subsidiaries, and
(4) Registration Statement (Form S-3 No. 333-281481) of MediaCo Holding Inc. and Subsidiaries;
of our report dated April 15, 2025, with respect to the consolidated financial statements of MediaCo Holding Inc. and Subsidiaries for the year ended December 31, 2024 and included in this Annual Report (Form 10-K) for the year ended December 31, 2025.
/s/ Ernst & Young LLP
Indianapolis, Indiana
March 31, 2026
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Alberto Rodriguez, certify that:
1.I have reviewed this report on Form 10-K of MediaCo Holding Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2026
| /s/ Alberto Rodriguez | |||||
| Alberto Rodriguez | |||||
| Chief Executive Officer and President (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Debra DeFelice, certify that:
1.I have reviewed this report on Form 10-K of MediaCo Holding Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2026
| /s/ Debra DeFelice | |||||
| Debra DeFelice | |||||
| Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2022
The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in their capacity as an officer of MediaCo Holding Inc. (the “Company”), that, to his knowledge:
(1)the Form 10-K for the period ended December 31, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 31, 2026
| /s/ Alberto Rodriguez | |||||
| Alberto Rodriguez | |||||
| Chief Executive Officer and President (Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2022
The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in their capacity as an officer of MediaCo Holding Inc. (the “Company”), that, to his knowledge:
(1)the Form 10-K for the period ended December 31, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 31, 2026
| /s/ Debra DeFelice | |||||
| Debra DeFelice | |||||
| Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||