8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 20, 2025

MediaCo Holding Inc.<br><br>(Exact Name of Registrant as Specified in Its Charter)

001-39029

(Commission File Number)

Indiana	84-2427771
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

48 West 25th Street, Third Floor

New York, New York 10010

(Address of principal executive offices, including zip code)

(212) 447-1000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	MDIA	Nasdaq Capital Market

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

Emerging growth company x

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

Item 2.02    Results of Operations and Financial Condition.

On November 20, 2025, MediaCo Holding Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (and in the Press Release) shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act").

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release of MediaCo Holding Inc. dated November 20, 2025
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

			MEDIACO HOLDING INC.
Date:	November 20, 2025	By:	/s/ Debra DeFelice
			Debra DeFelice
			Chief Financial Officer and Treasurer

Document

Exhibit 99.1

THIRD QUARTER 2025

EARNINGS RELEASE

November 20, 2025

MEDIACO REPORTS THIRD QUARTER

FINANCIAL RESULTS

Year-to-Date Revenue of $94.7 million

Digital revenue Surges to 49.2% of Advertising Sales

MediaCo is in Growth Mode

Market Expansion, Addition of FAST Channels, Focus on Strategic M&A

New York, NY –November 20, 2025– MediaCo Holding Inc. (Nasdaq: MDIA) today reported financial results for the third quarter ended September 30, 2025.

Year-to-date Net Revenue was $94.7 million, up $31.9 million, or 51%, from the prior year, driven primarily by new Audio and Video segment assets from the April 2024 Estrella Acquisition. Year-to-date Net Loss was $33.9 million, compared to Net Income of $2.9 million from the prior year, primarily due to change in fair value of warrant shares liability; partially offset by higher revenue and lower corporate costs related to the April 2024 Estrella Acquisition.

Year-to-date Adjusted EBITDA was $5.0 million, up $9.6 million from the prior year Adjusted EBITDA loss of $4.6 million, driven by higher revenue and improved operational management. Adjusted EBITDA margin improved to 5% from a negative margin in the prior-year period. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. Please refer to the “Definitions and Disclosures Regarding Non-GAAP Financial Information” section herein, the reconciliations at the end of this press release and additional information on our website.

2025 Third Quarter Financial Summary

	Three Months Ended September 30,						Change
(Dollars in thousands)	2025			2024			%
NET REVENUES	$	35,398		$	29,859		19	%
NET (LOSS) INCOME	$	(17,891)		$	54,926		(133)	%
% Margin(1)	(51)		%	184		%
ADJUSTED EBITDA(2)	$	2,095		$	(112)		1971	%
% Margin(1)(2)	6		%	—		%

2025 Nine Month Financial Summary

	Nine Months Ended September 30,						Change
(Dollars in thousands)	2025			2024			%
NET REVENUES	$	94,673		$	62,767		51	%
NET (LOSS) INCOME	$	(33,887)		$	2,942		N/A
% Margin(1)	(36)		%	5		%
ADJUSTED EBITDA(2)	$	5,013		$	(4,611)		209	%
% Margin(1)(2)	5		%	(7)		%

(1)Net Income margin is Net Income as a percentage of Net Revenue. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of Net Revenue.

(2)Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. Please refer to the “Definitions and Disclosures Regarding Non- GAAP Financial Information” section herein, the reconciliations at the end of this press release and additional information on our website.

THIRD QUARTER 2025

EARNINGS RELEASE

“We continued to execute at a high level during the third quarter, driving tangible gains across virtually every facet of our strategic plan, stated Albert Rodriguez, MediaCo CEO and President. “Building on the strength of our brands and talent, we drove a substantial gain in our revenues, including a surge in our digital revenue to $17 million, which now accounts for 49.2% of our total advertising sales, ranking among the top in the industry. All-the-while, we continued to maintain a disciplined approach to managing our expenses and efficiently allocating our resources to the most promising growth initiatives.

“Looking ahead, we are in growth mode, as evidenced by our expansion in New York, Florida, Georgia, Illinois, and Arizona, the addition of our FAST channels and our focus on strategic mergers and acquisitions. We committed to delivering ratings growth and increasing our share of advertising in key markets, while securing important content and distribution partnerships that will allow us to efficiently grow our broadcast and digital audiences nationally. As we build on our momentum and continue to pursue synergies across our dynamic multi-channel platform, we remain well positioned to drive growth in our revenues, cash flows and margins to the benefit of our shareholders.”

Company and Business Highlights

•EstrellaTV, the leading Spanish-language television network for diverse and cross-cultural Hispanic audiences, closed out October 2025 with historic ratings momentum, delivering one of its largest year-over-year monthly percentage gains among Adults 18-49 since the network began with Nielsen measurement in March 2010.

•HOT 97, the top-ranked multi-cultural radio station in New York and the tri-state region, across any language, achieved record ratings growth, including its highest monthly audience levels in history among Adults 18-49 during radio prime (Monday–Friday, 6am–7pm) in September 2025. These historic ratings reflect the energy, creativity, and authenticity that define HOT 97, the heartbeat of hip hop for generations of audiences.

•MediaCo launched WMBC-TV in New York, a full-power HD “must carry” television station, now featuring the EstrellaTV Network. Owned and operated by Mountain Broadcasting Corporation, WMBC-TV began delivering full-power, over-the-air HD coverage in October, with carriage on all major cable broadcast tiers. Transmitting from the top of One World Trade Center, the station reaches more than 20 million viewers across the New York metropolitan area.

•MediaCo expanded distribution of HOT 97 and WBLS, to Dot 2 audio audiences in Los Angeles, Riverside, Dallas, and Houston, marking a major step in the Company’s mission to connect multicultural audiences nationwide. Listeners in these cities will now have 24/7 access to the best in Hip Hop, R&B, and Urban culture, featuring exclusive interviews, live performances, lifestyle programming, and local community content that celebrates the artists and voices shaping today’s culture.

•MediaCo expanded HOT 97, into television in Atlanta with the launch of WHOT TV 66, in partnership with TRACE, the global media brand dedicated to Afro-urban music and culture. The newly rebranded station showcases HOT 97’s signature blend of music, lifestyle, and culture and features Afro-urban programming from TRACE and ATLNOW.

In addition, Debra DeFelice, Chief Financial Officer and Treasurer, was recently promoted to the additional role of Executive Vice President, reflecting her key role within the Company’s leadership team. She commented, “I look forward to continuing our momentum as we work towards the next phase of MediaCo’s growth. The third quarter further validates the strategic value of the Estrella acquisition and the strength of our operating model. We delivered significant year-to-date revenue growth and a meaningful swing to positive Adjusted EBITDA, driven by both scale benefits and tighter cost management. We expect to build on this momentum as integration efficiencies continue to materialize and as we further optimize our audio and video portfolio and expand our distribution channels.”

Brian Fisher was promoted to Chief Revenue Officer during the third quarter and is leading all revenue-generating     functions across MediaCo’s portfolio, including national and local sales for linear, audio, events, and digital.

THIRD QUARTER 2025

EARNINGS RELEASE

Forward-Looking Statements

This communication 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 communication that we believe could cause our actual results to differ materially from forward-looking statements that we make. 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. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see MediaCo’s other filings with the Securities and Exchange Commission.

Definitions and Disclosures Regarding Non-GAAP Financial Information

We define Adjusted EBITDA as consolidated Operating loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual and non-recurring expenditures, non-cash items and non-cash compensation included within operating expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Loss on disposal of assets, change in fair value of warrant shares liability and Other income. Alternatively, Adjusted EBITDA is 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. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and operating income. It is also a primary measure used by management in evaluating companies as potential acquisition targets. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. We believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry. Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating loss or net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating loss and compared with consolidated net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

For a reconciliation of these non-GAAP financial measurements to the GAAP financial results cited in this news announcement, please see the supplemental tables at the end of this release.

About MediaCo Holding Inc.

MediaCo Holding Inc. (Nasdaq: MDIA) is a diverse-owned, multi-platform media company serving multicultural audiences across the U.S. Through a network of iconic brands—including Hot 97, WBLS, EstrellaTV, Estrella News, Que Buena Los Angeles and the Don Cheto Radio Network—MediaCo reaches over 20 million people monthly via television, radio, digital, and streaming platforms. The company's innovative and culturally resonant content spans music, news, and entertainment across major local and national markets. More info at www.mediacoholding.com.

Investor Contact:
Debra DeFelice
Executive Vice President, Chief Financial Officer and Treasurer
MEDIACO HOLDING INC.
press@MediaCoHolding.com

APPENDIX

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,				Change
(Dollars in thousands)	2025		2024		$	%
NET REVENUES	$	35,398	$	29,859	5,539	19
OPERATING EXPENSES:
Operating expenses	39,464		32,672		6,792	21
Corporate expenses	1,341		2,319		(978)	(42)
Depreciation and amortization	1,684		1,741		(57)	(3)
Total operating expenses	42,489		36,732		5,757	16
OPERATING LOSS	(7,091)		(6,873)		(218)	3
OTHER INCOME (EXPENSE):
Interest expense, net	(3,931)		(3,274)		(657)	20
Change in fair value of warrant shares liability	(7,333)		65,439		(72,772)	N/A
Other income (expense)	746		(24)		770	(3,208)
Total other (expense) income	(10,518)		62,141		(72,659)	(117)
(LOSS) INCOME BEFORE INCOME TAXES	(17,609)		55,268		(72,877)	(132)
PROVISION FOR INCOME TAXES	282		342		(60)	(18)
NET (LOSS) INCOME	$	(17,891)	$	54,926	(72,817)	(133)

APPENDIX

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30,				Change
(Dollars in thousands)	2025		2024		$	%
NET REVENUES	$	94,673	$	62,767	31,906	51
OPERATING EXPENSES:
Operating expenses	103,450		73,969		29,481	40
Corporate expenses	4,488		9,154		(4,666)	(51)
Depreciation and amortization	5,150		3,305		1,845	56
Loss on disposal of assets	144		5		139	2,780
Total operating expenses	113,232		86,433		26,799	31
OPERATING LOSS	(18,559)		(23,666)		5,107	(22)
OTHER INCOME (EXPENSE):
Interest expense, net	(11,540)		(7,192)		(4,348)	60
Change in fair value of warrant shares liability	(5,923)		34,412		(40,335)	N/A
Other income (expense)	2,976		(4)		2,980	(74,500)
Total other (expense) income	(14,487)		27,216		(41,703)	(153)
(LOSS) INCOME BEFORE INCOME TAXES	(33,046)		3,550		(36,596)	(1,031)
PROVISION FOR INCOME TAXES	841		608		233	38
NET (LOSS) INCOME	$	(33,887)	$	2,942	(36,829)	N/A

APPENDIX

MEDIACO HOLDING INC.

NON-GAAP FINANCIAL MEASURES

RECONCILIATIONS OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (1)

AND NET LOSS MARGIN TO ADJUSTED EBITDA MARGIN(1)

		Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)		2025			2024			2025			2024
NET REVENUES		$	35,398		$	29,859		$	94,673		$	62,767
Net (Loss) Income		$	(17,891)		$	54,926		$	(33,887)		$	2,942
	% Margin	(51)		%	184		%	(36)		%	5		%
Provision for income taxes		282			342			841			608
Interest expense, net		3,931			3,274			11,540			7,192
Depreciation and amortization		1,684			1,741			5,150			3,305
EBITDA		$	(11,994)		$	60,283		$	(16,356)		$	14,047
Loss on disposal of assets		—			—			144			5
Change in fair value of warrant shares liability		7,333			(65,439)			5,923			(34,412)
Other income		(746)			24			(2,976)			4
Other adjustments		7,502			5,020			18,278			15,745
Adjusted EBITDA(1)		$	2,095		$	(112)		$	5,013		$	(4,611)
	% Margin (1)	6		%	—		%	5		%	(7)		%
(1)	We define Adjusted EBITDA as consolidated Operating loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual and non-recurring expenditures, non-cash items and non-cash compensation included within operating expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Loss on disposal of assets, change in fair value of warrant shares liability and Other income. Alternatively, Adjusted EBITDA is 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. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and operating income. It is also a primary measure used by management in evaluating companies as potential acquisition targets. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. We believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry. Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating loss or net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating loss and compared with consolidated net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.