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 25, 2024

Mediaco Holding Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-39029

(Commission File Number)

48 WEST 25TH STREET, THIRD FLOOR

NEW YORK, New York 10010

(Address of principal executive offices, including zip code)

(212) 229-9797

(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:

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

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

Emerging growth company ☒

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

On November 26, 2024, J. Scott Enright, Jeffrey H. Smulyan and Patrick M. Walsh resigned from the Board of Directors (the “Board”) of MediaCo Holding, Inc. (the “Company”), effective on such date. Messrs. Enright, Smulyan and Walsh tendered their resignations in connection with the Company paying off the outstanding obligations under the Emmis Note, as defined and discussed in more detail below. Messrs. Enright, Smulyan and Walsh held no other positions within the Company and did not serve on any committees of the Board. Each director’s decision to resign was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019, pursuant to that certain Contribution and Distribution Agreement, by and among the Company, Emmis Communications Corporation (“Emmis”) and SG Broadcasting, the Company issued an unsecured convertible promissory note, dated as of November 25, 2019, in favor of Emmis (the “Emmis Note”). As long as any amounts under the Emmis Note remained outstanding, the Company only nominated as Class A directors those individuals specified by Emmis. The Emmis Note matured on November 25, 2024. On November 25, 2024, the Company repaid the Emmis Note in full, in cash, and there are no further amounts owed by the Company under the Emmis Note, which is now discharged in full.

(d) Exhibits.

SIGNATURES

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

Exhibit 99.1

MEDIACO COMPLETES FULL REPAYMENT OF $7.3 MILLION CONVERTIBLE PROMISSORY NOTE

November 26, 2024 – NEW YORK.  MediaCo Holding Inc. (Nasdaq: MDIA) (“MediaCo”) a leading multicultural media company, announced today that it has fully repaid in cash the $7.3 million convertible promissory note (the “Convertible Note”) held by Emmis Communications Corporation.  In connection with the satisfaction of the Note, the representatives of Emmis on MediaCo’s Board of Directors have resigned from the Board, effective immediately.

This repayment reflects MediaCo’s focus on strengthening its balance sheet.  “We are pleased to take this step forward,” said Albert Rodriguez, interim Chief Executive Officer and President of MediaCo. “This eliminates our only near-term maturity and positions us to continue our expanding mission to reach diverse audiences and drive growth for the future.”

Mediaco was formed through the recent merger between two iconic New York radio stations, WBLS and Hot97 and the Estrella Media network.  The combination enjoys ownership/management over significant broadcasting assets including:

Two FM radio stations and a low power TV station in New York; a full power TV station and a cluster of four FM radio stations in Los Angeles; a low power TV station in Chicago; a cluster of three FM radio stations in Dallas; a full power TV station in Houston and cluster of three FM stations in Houston; a full power TV station in Denver; and a full power TV station in Miami.

Mediaco also enjoys significant content assets, namely the Estrella Television Network with titles such as Tengo Talento Mucho Talento and Rica Famosa Latina with over 20,000 hours of original library and 24/7 Spanish-language news with distribution on broadcast, pay television and multiple FAST channels.  In radio, the Company owns iconic R&B station WBLS and the ‘Home of Hip-Hop” Hot97 and in Spanish language, Que Buena led by talent such as Funkmaster Flex and

Don Cheto, respectively.  The company also owns multiple studio assets, has a long heritage of successfully hosting music festivals and concerts, and operates its own network sales office.

Our website is https://mediacoholding.com/

Forward-Looking Statements

These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this communication. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

For press inquiries: press@mediacoholding.com