Mediaco Holding Inc 10-K/A, filed Apr 30, 2026
Mediaco Holding Inc. (MDIA)
10-K/A
2026-04-30
For: 2025-12-31
View Original
Added on
April 30, 2026
About this 10-K/A
Mediaco Holding Inc filed this 10-K/A on April 30, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(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 | |||||
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 | |||||||||
| Capital Market | |||||||||||
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 documents and 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
None in this Amendment No. 1 on Form 10-K/A.
EXPLANATORY NOTE
On March 31, 2026, MediaCo Holding Inc. filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original Filing”), with the Securities and Exchange Commission (the “Commission”). The Company indicated that it would incorporate Part III of Form 10-K in the Original Filing by reference to the Company’s definitive proxy statement for its 2026 annual meeting of shareholders. Because the Company does not anticipate filing its definitive proxy statement by April 30, 2026, the Company is filing this Amendment No. 1 (this “Amendment”) on Form 10-K/A, which amends and restates items identified below with respect to the Original Filing and provides the disclosure required by Part III of Form 10-K.
This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting Fees and Services) and Part IV, Item 15 (Exhibits, Financial Statement Schedules). All other items as presented in the Original Filing are unchanged. Except for the foregoing amended and restated information, this Amendment does not amend, update or change any other information presented in the Original Filing.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A contains new certifications by our principal executive officer and our principal financial and accounting officer, filed as exhibits hereto.
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.
MEDIACO HOLDING INC. AND SUBSIDIARIES
AMENDMENT NO. 1 TO FORM 10-K
TABLE OF CONTENTS
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers
Information about executive officers of MediaCo or its affiliates who are not directors or nominees to be directors, is presented in Part I of the Original Filing under the caption “Information about our Executive Officers.”
Directors
Information about our directors is as follows.
On April 17, 2024, MediaCo consummated the transactions contemplated by that certain asset purchase agreement, dated April 17, 2024 (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 MediaCo, through a wholly-owned subsidiary, MediaCo Operations LLC (“Purchaser”), purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries, and assumed substantially all of the liabilities of Estrella and its subsidiaries. In connection with such transactions, MediaCo entered into a shareholders’ agreement with SG Broadcasting (“SG Broadcasting”) and Aggregator (the “Shareholders Agreement”) that, among other things, provides Aggregator the right to designate up to three individuals for election to our Board of Directors (the “Board”) (each such designee, an “Investor Director Designee”), subject to reduction and termination based on certain MediaCo stock ownership requirements (including that such designation right falls away upon Aggregator ceasing to beneficially own at least ten percent (10%) of the fully diluted MediaCo common stock for ten consecutive days). Ms. Hernández and Messrs. Cannon and Pertuz were designated by Aggregator pursuant to such rights and elected to the Board effective April 17, 2024.
The Board believes that well-functioning boards consist of a diverse collection of individuals that bring a variety of complementary skills. Although the Board does not have a formal policy with regard to the consideration of diversity in identifying directors, diversity is one of the factors that the Board may, pursuant to its charter, take into account in identifying director candidates. Subject to any contractual commitments, the Board generally considers each director eligible for nomination in the broad context of the overall composition of our Board with a view toward constituting a board that, as a body, possesses the appropriate mix of skills and experience to oversee our business. The Board may actively seek candidates that embody elements of diversity in skills, ability, industry knowledge, experience, gender, race and ethnicity. The experience, qualifications, attributes, or skills that led the Board to conclude that each of the members of the Board should serve on the Board are generally described below.
Name, Age, Principal Occupation(s) and Business Experience of Our Directors
Terms expiring in 2026:
Jacqueline Hernández, Age 60 – (Director since April 2024)
Jacqueline Hernández served as MediaCo’s Interim Chief Executive Officer from April 17, 2024 to October 28, 2024. Ms. Hernández is a media executive who most recently was Founder and CEO of New Majority Ready, a marketing strategy and content
development firm. Prior to starting her own company, she was President of Combate Americas, a leading Hispanic sports franchise. Prior to Combate Americas, Ms. Hernández was Chief Marketing Officer of NBC Universal Hispanic Enterprises and Content and Chief Operation Officer of NBC Universal’s Telemundo Enterprises. Prior to joining NBC Universal, Ms. Hernández was Publisher of People en Español and TEEN People. Prior to joining People en Español, she was Vice President Turner International Advertising. Prior to Turner, Ms. Hernández was Director of Marketing of TIME International. Prior to TIME, Ms. Hernández was Director of Targeted Advertising Sales for the Village Voice. Ms. Hernández began her career in advertising at the Boston Globe. Ms. Hernández currently sits on the board of Victoria’s Secret & Co., and previously served on the board of Estrella Media, Inc. (“Estrella Media”). She holds a BA from Tufts University and an MBA from Baruch College.
Ms. Hernández was designated by Aggregator pursuant to the Shareholders Agreement and as such elected to the Board effective April 17, 2024. Ms. Hernández brings business expertise in transforming business models for growth as well as a rich cultural fluency in understanding and connecting with multicultural consumers.
Mary Beth McAdaragh, Age 62 – Class B Director (Director since November 2019)
Mary Beth McAdaragh has over 30 years of media production, distribution and marketing experience having been involved with the branding and marketing of some of the most recognizable television franchises in domestic and international syndication. She most recently served as Executive Vice President, Marketing/Affiliate Relations for CBS Media Ventures (a division of ViacomCBS). She was responsible for the Marketing and Affiliate Relations for the industry’s leading roster of first-run and off-network syndicated product including: Judge Judy, Dr. Phil, Wheel of Fortune, Jeopardy!, Entertainment Tonight, The Drew Barrymore Show, Rachael Ray and Inside Edition. In 2000, she was named Vice President, Marketing for NBC Enterprises, the then newly formed syndication division of NBC. There she developed domestic and international marketing campaigns for The Weakest Link, Fear Factor, and Access Hollywood. In 2006, upon the inception of 20th Century Fox’s new broadcast network, MyNetworkTV, McAdaragh produced a six-week, 30 city marketing and promotional tour across the United States to launch the new venture. She was then named Senior Vice President of Affiliate Relations where she was the key liaison between the Network and their 180+ broadcast station affiliates around the country. Ms. McAdaragh created and executive produced The Surreal Gourmet, a traveling cooking show which aired for five seasons on Food Network, and she has served as a business development and marketing consultant for both traditional media and new technology ventures.
Ms. McAdaragh graduated from South Dakota State University with a BA in Broadcast Journalism and is a member of the university’s Mass Communications Department Advisory Council. She is the recipient of numerous creative awards including two Daytime Emmy® Awards and PROMAX Gold Medallions. She is active in many trade and civic organizations and resides in Beverly Hills, California.
Amit Thakrar, Age 38 (Director since August 2023)
Amit Thakrar has over 15 years of experience investing in private equity, public equity and special situations strategies across a broad range of industries including most recently as a Partner at Standard General LP, an SEC-registered investment advisor, (“Standard General”) beginning in 2019. Between 2010 and 2019, he worked at Davidson Kempner Capital Management, OMERS Private Equity, and CIBC World Markets. In addition, he has extensive operating experience, including serving as Executive Vice President of Standard Media Group LLC, a diversified national media company.
Mr. Thakrar received his MBA from Columbia Business School and a Bachelor of Commerce (Honors) from Queen's University. Mr. Thakrar brings to the Board a strong investment, financial management and operational background in the media space.
Terms expiring in 2027:
Andrew P. Glaze, Age 47 – Class B Director (Director since November 2019)
Andrew Glaze is the founder and has served as the Chief Investment Officer of Shiro Capital, a financial services company, since 2019. Prior to Shiro Capital, Mr. Glaze served as a Research Analyst at Standard General from 2016 to June 2019. Before joining Standard General, Mr. Glaze was a Managing Director at Claar Advisors, LLC, which he joined in 2014. Mr. Glaze was the founder, and, from 2009 through 2014, the Chief Investment Officer of Emys Capital, LLC. Prior to May 2009 he was an investment banking associate on the Consumer and Leveraged Finance teams at Merrill Lynch. Mr. Glaze began his career in the United States Army where he served as an officer for five years in the 1st Cavalry Division. As part of his service, Mr. Glaze deployed to Baghdad, Iraq for one year where he served with distinction as a Captain and Aviation Brigade Fire Support Officer. Mr. Glaze is a service-disabled veteran. He holds a B.S. from the United States Military Academy at West Point and an MBA from Columbia Business School, where he participated in the highly selective Value Investing Program. Mr. Glaze is a Chartered Financial Analyst.
Mr. Glaze is an experienced investment professional, with substantial expertise in making and supervising investments at all levels of the capital structure. His investment banking experience and investment experience allows Mr. Glaze to provide valuable insights to the Board on capital structure and prospective acquisition opportunities.
Brett Pertuz, Age 52 – (Director since April 2024)
Brett Pertuz is a Managing Director at HPS. Prior to joining HPS in 2018, Mr. Pertuz worked in private equity as a Managing Director first with Bruckmann, Rosser, Sherrill & Co. and later with Altpoint Capital Partners. Mr. Pertuz began his career at Bain & Company in management consulting. Mr. Pertuz holds a BS from the University of Virginia and an MBA from Harvard Business School.
Mr. Pertuz was designated by Aggregator pursuant to the Shareholders Agreement and as such elected to the Board effective April 17, 2024. Mr. Pertuz brings to the Board substantial experience in the financial industry and in private equity and finance transactions. He has served on the boards of several private companies in a variety of industries.
Alberto Rodriguez, Age 61 – (Director since November 2025)
Alberto Rodriguez is the Company’s Chief Executive Officer as of 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. Mr. Rodriguez was selected to serve as a director because of the perspective, management, leadership experience and operational expertise in our business that he has as a result of being our Chief Executive Officer.
Terms expiring in 2028:
Colbert Cannon, Age 50 – (Director since April 2024)
Colbert Cannon is a Managing Director at HPS, an investment firm. Prior to joining HPS in 2017, Mr. Cannon was a Partner and Director of Research at Wingspan Investment Management, a distressed credit investment firm launched in 2013. Prior to Wingspan, Mr. Cannon was a Managing Director at Glenview Capital, where he led the Credit Investment effort from 2009 to 2012. Prior to joining Glenview, Mr. Cannon was a Principal at Audax Group, a Boston-based Private Equity firm. Mr. Cannon began his career in Mergers and Acquisitions Investment Banking at Goldman Sachs. Mr. Cannon holds an AB in Social Studies from Harvard College.
Mr. Cannon was designated by Aggregator pursuant to the Shareholders Agreement and as such elected to the Board effective April 17, 2024. Mr. Cannon brings to the Board an extensive background in financial analysis, operational oversight, and has served on the boards of several media companies.
Robert L. Greene, Age 58 – Class B Director (Director since January 2023)
Robert Greene has been the President and Chief Executive Officer of the National Association of Investment Companies, the industry trade association and largest network of diverse-owned alternative asset class investment firms, since February 2013. He was the Head of Investor Relations of Syndicated Communications Venture Partners, a venture capital firm, from June 2007 to December 2013. Mr. Greene currently serves on the board of directors of the Boy Scouts of America National Executive Board, the board of directors of Transworld Systems Inc., a privately held, private equity-backed company that provides debt collection services for Fortune 500 companies on a global basis, and the board of directors of Synergy Infrastructure Holdings, a privately held, private equity-backed company that is a leading provider of compact, heavy and pump equipment rentals. Previously, he also served on the board of directors and audit committee of Starboard Value Acquisition Corporation, a blank check company, which in July 2021 merged with Cyxtera Technologies, Inc. (Nasdaq: CYXT), a global leader in colocation and interconnection services.
Mr. Greene’s broad level of investment and board experience provides MediaCo with a diversified view into best practices across the operations, accounting, systems and fund raising.
Deborah (“Deb”) A. McDermott, Age 72 – Class B Director (Director since November 2019)
Deb McDermott serves as CEO of Standard Media Group LLC, a broadcast and digital media company. She has a 25-plus year career leading broadcast groups- including COO of Media General, Inc. (“Media General”) and CEO-President of Young Broadcasting (“Young”). As CEO, she spearheaded Young’s successful mergers with Media General and LIN Media. Ultimately, overseeing the combined company’s more than 70 television stations.
Among her many accomplishments, Ms. McDermott was inducted into the Broadcasting & Cable Hall of Fame in 2013 and the Library of American Broadcasting Foundation’s Giants of Broadcasting and Electronic Arts award in 2022. She currently serves on the ABC Board of Governors, the Board of Directors for Television Bureau of Advertising, National Association of Broadcasters and the International Radio and Television Society. She is also a member of C200 and CEO.org. Previously, Ms. McDermott served on the Board of Directors for the Country Music Association and Chair of the National Association of Television Program Executives (NATPE).
Corporate Governance
General
MediaCo aspires to the highest ethical standards for our employees, officers and directors, and remains committed to the interests of our shareholders and other constituents. We believe we can achieve these objectives only with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. The Board has adopted formal corporate governance guidelines, as well as policies and procedures designed to foster the appropriate level of corporate governance. Some of these guidelines and procedures are discussed below. For further information, including electronic versions of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, our Audit Committee Charter, our Compensation Committee Charter, and our Complaint Procedure for Accounting and Auditing Matters, please visit the Corporate Governance section of our website (www.MediaCoHolding.com) located under the “Investors” heading.
Code of Ethics
MediaCo has adopted a Code of Business Conduct and Ethics to document the ethical principles and conduct we expect from our employees, officers and directors. A copy of our Code of Business Conduct and Ethics is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the “Investors” heading.
Securities Trading Policy
We have adopted the MediaCo Securities Trading Policy, which governs the purchase, sale and other dispositions of our securities by
all of our directors, officers and employees, as well as temporary employees, independent consultants and contractors, and their family
members and any entities controlled by such insiders. Our securities trading policy is designed to promote compliance with insider
trading laws, rules and regulations, as well as Nasdaq listing standards. In addition to the restrictions described above, it prohibits
those who are subject to the policy from trading securities of any company, including MediaCo, while in possession of material
non-public information, and from buying, selling or gifting our securities even if not in possession of such information during certain
trading blackout periods, subject to limited exceptions. Our insider trading policy also imposes additional trading restrictions
applicable to our directors, executive officers and certain employees. The foregoing summary of our securities trading policy does not
purport to be complete and is qualified in its entirety by reference to the full text of the MediaCo Securities Trading Policy, a copy of
which is filed with this Annual Report on Form 10-K as Exhibit 19.
Leadership Structure and Risk Oversight
MediaCo’s Corporate Governance Guidelines provide that the chair of the Board is to meet the independence requirements under the applicable The Nasdaq Stock Market, Inc. (“Nasdaq”) listing standards. Our Board has determined that our Board Chair, Deborah McDermott, is an “independent director” under Nasdaq rules. As Chair, Ms. McDermott is responsible for, among other matters: (i) setting the agenda for and leading executive sessions of the independent directors, unless a lead director is otherwise appointed by the Chair; (ii) briefing the Chief Executive Officer (“CEO”) on issues arising in the executive sessions; (iii) coordinating and developing the agenda for meetings of the Board, in collaboration with the CEO; (iv) convening meetings of the independent directors as necessary or appropriate; and (v) if requested and appropriate, being available for consultation with major shareholders. The Board believes that this structure provides strong independent leadership and oversight for our Company and our Board.
The Board expects the Company’s management to take primary responsibility for identifying material risks the company faces and communicating them to the Board, developing and implementing appropriate risk management strategies responsive to those risks with oversight from the Board, and integrating risk management into the Company’s decision-making processes. The Board, through the Audit Committee on a quarterly basis and as a full Board at least annually, regularly reviews information regarding the company’s credit, liquidity and operational risks, as well as strategies for addressing and managing such risks. In addition, the Compensation Committee monitors the Company’s compensation programs so that such programs do not encourage excessive risk-taking by Company employees.
Communications with Independent Directors
Any employee, officer, shareholder or other interested party who has an interest in communicating with the Board Chair or any other MediaCo independent directors regarding any matter may do so by directing communication to Ms. McDermott addressed to Board Chair, c/o Corporate Secretary, MediaCo Holding Inc., 48 W. 25th Street, Floor 3, New York, New York 10010, by e-mail message to Chair@MediaCoHolding.com. The communication will be delivered to the independent directors as appropriate. For matters related to finance or auditing, a communication should specify that it is directed to the Audit Committee. For matters related to compensation, a communication should specify that it is directed to the Compensation Committee. Messages for any director or the board of directors as a whole may be delivered through the Board Chair as well.
Consideration of Candidates for Nomination as Director
The board of directors will consider and evaluate potential nominees submitted by holders of our Class A Shares to our corporate secretary on or before the date for shareholder nominations specified in the “Shareholder Proposals” section of the Company’s proxy statement. These potential nominees will be considered and evaluated using the same criteria as potential nominees obtained by the board of directors from other sources, subject to the requirement of Aggregator’s rights to designate up to three individuals for election to the Board in accordance with the terms of the Stockholders Agreement.
In its assessment of each potential candidate, including those recommended by shareholders, the board of directors takes into account all factors it considers appropriate, which may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert,” as that term is defined by the rules of the SEC), local or community ties, (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and related industries, independence of thought and an ability to work collegially, and (c) contractual and other obligations to nominate individuals recommended by SG Broadcasting. The board also may consider the extent to which the candidate would fill a present need on the board of directors. After conducting an initial evaluation of a candidate, the board of directors would be expected to interview that candidate if it believes the candidate might be suitable to be a director and may ask the candidate to meet with certain directors and management. If the board believes a candidate would be a valuable addition to the board of directors, it would expect to nominate that candidate as a director.
Certain Committees of the Board of Directors
The standing committees of our board of directors are the Audit Committee and the Compensation Committee. MediaCo is a “controlled company” within the meaning of the Nasdaq listing standards. As such, we are exempt from Nasdaq’s requirement that director nominees be selected exclusively by independent directors constituting a majority of the independent directors of the board of directors or that MediaCo have a nominations committee comprised solely of independent directors. Accordingly, MediaCo does not have a separate standing nomination and corporate governance committee comprised of independent directors. The responsibilities and functions normally associated with such committee are instead carried out by the full board of directors.
Audit Committee. The Audit Committee’s primary responsibility is to engage our independent auditors and otherwise to monitor and oversee the audit process. The Audit Committee also undertakes other related responsibilities as will be summarized in the Report of the Audit Committee to be included in our annual proxy statement and is detailed in the Audit Committee Charter, which is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the “Investors” heading. The Board has determined that the members of the Audit Committee, Robert L. Greene (chair), Deborah McDermott, Mary Beth McAdaragh, Brett Pertuz and Amit Thakrar, are independent directors under the Exchange Act and the Nasdaq listing standards. The Board has determined that Mr. Greene is an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K. In making such determination, the Board took into consideration, among other things, the express provision in Item 407(d) of Regulation S-K that the determination that a person is an audit committee financial expert shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Audit Committee, nor shall it affect the duties and obligations of other Audit Committee members or the Board of Directors. The Audit Committee held four meetings during the last fiscal year.
Compensation Committee. The Compensation Committee reviews our compensation and benefit plans for executive officers to ensure that our corporate objectives are met, establishes compensation arrangements and approves compensation payments to members of our Board and our executive officers, and generally administers our equity incentive plans. The Compensation Committee’s charter is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the “Investors” heading. The members of the Compensation Committee are Deborah McDermott (chair), Colbert Cannon and Mary Beth McAdaragh, all of whom are independent directors under Nasdaq listing standards. The Compensation Committee held three meetings during the last fiscal year.
Additional Committees. The Company also has a Diversity, Equity and Inclusion Committee, the sole member of which is Andrew Glaze, who is an independent director under Nasdaq listing standards.
Meeting Attendance
In 2025, our board of directors held four meetings, either in person or by telephone. Each director attended at least 75% of the aggregate of (1) the total number of meetings of our board of directors held while he or she was a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served on the committee.
We believe that communication between our shareholders and the members of our Board is enhanced by the opportunity for personal interaction at our annual meeting of shareholders. Accordingly, we encourage the members of our board of directors to attend our annual meeting of shareholders whenever possible.
Compensation of Directors
During 2021, the Compensation Committee authorized annual retainers of $75,000 for each director who is not an officer of Emmis, as well as the following retainers for certain committee chairs: $50,000 for Board Chair, $50,000 for Audit Committee Chair, $50,000 for Acquisition Committee Chair, $50,000 for Digital Committee Chair, $50,000 for COVID Committee Chair, and $100,000 for Diversity Committee Chair. However, these amounts remained subject to the previous decision by the directors, made in the summer of 2020, that each of the directors would reduce their annual $75,000 retainers by twenty percent, with Ms. McDermott reducing her retainer by forty percent. This reduction has remained in effect since that time and remains in effect for 2025, except that for 2024 and 2025, the amount of the reduction is expected to be paid in Class A Shares upon the approval in the future of a new equity compensation plan. Mr. Cannon, Mr. Pertuz and Mr. Rodriguez receive no compensation for their services on the Board.
| 2025 DIRECTOR COMPENSATION TABLE | ||||||||||||||||||||||||||||||||
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) (1) | Total ($) | |||||||||||||||||||||||||||
| Andrew P. Glaze | 110,000 | — | — | — | 110,000 | |||||||||||||||||||||||||||
| Robert L. Greene | 110,000 | — | — | — | 110,000 | |||||||||||||||||||||||||||
| Mary Beth McAdaragh | 60,000 | — | — | — | 60,000 | |||||||||||||||||||||||||||
| Deborah A. McDermott | 210,000 | — | — | — | 210,000 | |||||||||||||||||||||||||||
| Brett Pertuz | — | — | — | — | — | |||||||||||||||||||||||||||
Jacqueline Hernández | 60,000 | — | — | — | 60,000 | |||||||||||||||||||||||||||
| Amit Thakrar | 110,000 | — | — | 69,722 | 179,722 | |||||||||||||||||||||||||||
| Colbert Cannon | — | — | — | — | — | |||||||||||||||||||||||||||
| Alberto Rodriguez | — | — | — | — | — | |||||||||||||||||||||||||||
(1)The amount in this column represents a $69,722 merger, acquisition and incentive paid to Mr. Thakrar.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and any beneficial owner of more than 10% of any class of our equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in ownership of any of our securities. These reports are made on documents referred to as Forms 3, 4 and 5. Our directors and executive officers must also provide us with copies of these reports. We have reviewed the copies of the reports that we have received and any written representations that no Form 5 was required from the individuals required to file the reports that we have received, as well as reviewed Forms 3, 4 and 5 filed with the SEC. Based on this review, we believe that during the year ended December 31, 2025, each of our directors and executive officers and beneficial owners of more than 10% of any class of our equity securities timely complied with applicable reporting requirements for transactions in our equity securities.
ITEM 11. EXECUTIVE COMPENSATION
As a smaller reporting company, the Company has opted to comply with the SEC’s executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”). Those rules require compensation disclosure only for the Company’s principal executive officer and its next two most highly compensated executive officers (other than the principal executive officer) who were serving as an executive officer at the end of 2025.
During 2025, we were managed by three executive officers: Alberto Rodriguez, our Chief Executive Officer and President, who assumed that role on November 21, 2025, having first been named Interim Chief Executive Officer as of October 28, 2024; Debra DeFelice, our Executive Vice President, Chief Financial Officer, and Treasurer who assumed that role on November 21, 2025, having first been named Chief Financial Officer and Treasurer on September 26, 2024; and Mr. René Santaella, who was appointed Chief Growth and Innovation Officer on March 9, 2026, having first been named Chief Operating Officer in October 2024.
The following table sets forth the compensation awarded to, earned by, or paid to Mr. Rodriguez, Ms. DeFelice, and Mr. Santaella, as approved by the Compensation Committee of our Board, which has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Compensation Committee seeks to ensure that the total compensation paid to the executives is fair, reasonable and competitive.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus (1) | Stock Awards | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||||||||||||
| Alberto Rodriguez | 2025 | 746,154 | 447,692 | — | — | — | 1,193,846 | |||||||||||||||||||||||||||||||||||||
| Chief Executive Officer and President | 2024 | 186,723 | — | — | — | — | 186,723 | |||||||||||||||||||||||||||||||||||||
| Debra DeFelice | 2025 | 481,769 | 144,231 | — | — | — | 626,000 | |||||||||||||||||||||||||||||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 226,862 | 45,000 | — | — | — | 271,862 | |||||||||||||||||||||||||||||||||||||
| René Santaella | 2025 | 438,885 | 227,200 | — | — | — | 666,085 | |||||||||||||||||||||||||||||||||||||
| Chief Growth and Innovation Officer | 2024 | 408,854 | 361,200 | — | — | — | 770,054 | |||||||||||||||||||||||||||||||||||||
(1)The amounts in this column reflect amounts paid to each officer as a discretionary annual incentive awarded by the Compensation Committee for the performance year noted.
Narrative Disclosure to 2025 Summary Compensation Table
Employment Agreement with Alberto Rodriguez
On November 21, 2025, the Company entered into an employment agreement with Alberto Rodriguez, pursuant to which he serves as the Company’s President and Chief Executive Officer. Under the terms of the agreement, Mr. Rodriguez’s annual base salary was increased from $700,000 to $850,000, with scheduled increases to $900,000 on September 1, 2026, and $950,000 on September 1, 2027. Mr. Rodriguez is eligible to receive a discretionary annual cash bonus of up to 60% of his base salary.
The agreement also provides that, upon a qualifying termination of employment, Mr. Rodriguez is entitled to severance equal to six months of base salary, subject to execution of a release of claims in favor of the Company. Mr. Rodriguez is also subject to post-employment restrictive covenants, including a six-month non-competition covenant, a one-year non-solicitation covenant, and a perpetual non-disparagement covenant.
Employment Agreement with Debra DeFelice
On November 21, 2025, the Company entered into an employment agreement with Debra DeFelice, pursuant to which she serves as the Company’s Executive Vice President, Chief Financial Officer and Treasurer. Under the terms of the agreement, Ms. DeFelice’s annual base salary was increased from $450,000 to $550,000, with scheduled increases to $600,000 on September 1, 2026, and $650,000 on September 1, 2027. Ms. DeFelice is eligible to receive a discretionary annual cash bonus of up to 60% of her base salary.
The agreement also provides that Ms. DeFelice is entitled to severance equal to six months of base salary upon a qualifying termination of employment, subject to execution of a release of claims in favor of the Company. She is also subject to post-employment restrictive covenants, including a six-month non-competition covenant, a one-year non-solicitation covenant, and a perpetual non-disparagement covenant.
The compensation arrangements described above are reflected in the Summary Compensation Table for the fiscal year ended December 31, 2025, to the extent applicable.
| OUTSTANDING EQUITY AWARDS AT YEAR-END 2025 | ||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | |||||||||||||||||||||||||||||||||
| Name | Exercisable | Unexercisable | ||||||||||||||||||||||||||||||||||||
| Alberto Rodriguez | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Debra DeFelice | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| René Santaella | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Retirement Plan
The Company sponsors a Section 401(k) retirement savings plan that is available to substantially all employees 18 years of age and older who have at least 30 days of service. Employees may make pre-tax contributions to the plan of up to the annual limit prescribed by the Internal Revenue Service. The Company may make discretionary matching contributions to the plan in the form of cash. No matching contributions were made to the plan in 2025.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of April 21, 2026, there were 76,316,142 Class A Shares and 5,413,197 Class B Shares issued and outstanding. The Class A Shares are entitled to an aggregate of 76,316,142 votes and the Class B Shares are entitled to an aggregate of 54,131,970 votes. The following table shows, as of April 21, 2026, the number of shares and percentage of our Class A Shares and Class B Shares held by each person known to us to own beneficially more than five percent of the issued and outstanding Class A Shares or Class B Shares, by our named
executive officers and our directors, and by our named executive officers and directors as a group. Unless otherwise specified, the address of each person listed is: c/o MediaCo Holding Inc., 48 W. 25th Street, Floor 3, New York, NY 10010.
| Class A Shares | Class B Shares | |||||||||||||||||||||||||||||||||||||
| Five Percent Shareholders, Directors, Nominees and Named Executive Officers | Amount and Nature of Beneficial Ownership Class A Shares (1) (2) | Percent of Class | Amount and Nature of Beneficial Ownership Class B Shares (1) | Percent of Class | Total Beneficial Ownership of Outstanding MediaCo Interests (2) | Percent of Total Voting Power of Outstanding MediaCo Interests | ||||||||||||||||||||||||||||||||
| Standard General, L.P. | 40,839,597 | (3) | 49.97% | 5,413,197 | 100.00 % | 40,839,597 | 68.65% | |||||||||||||||||||||||||||||||
| SLF LBI Aggregator, LLC | 35,257,476 | (4) | 43.14% | — | — % | 35,257,476 | 27.03% | |||||||||||||||||||||||||||||||
| HPS Group GP, LLC | 35,257,476 | (4) | 43.14% | — | — % | 35,257,476 | 27.03% | |||||||||||||||||||||||||||||||
| Scott Kapnick | 35,257,476 | (4) | 43.14% | — | — % | 35,257,476 | 27.03% | |||||||||||||||||||||||||||||||
| Named Executive Officers: | ||||||||||||||||||||||||||||||||||||||
| Alberto Rodriguez | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
| Debra DeFelice | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
| René Santaella | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
| Directors: | ||||||||||||||||||||||||||||||||||||||
| Colbert Cannon | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
| Andrew P. Glaze | 3,685 | * | — | — % | 3,685 | * | ||||||||||||||||||||||||||||||||
| Robert L. Greene | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
| Mary Beth McAdaragh | 3,685 | * | — | — % | 3,685 | * | ||||||||||||||||||||||||||||||||
| Deborah A. McDermott | 7,370 | * | — | — % | 7,370 | * | ||||||||||||||||||||||||||||||||
| Brett Pertuz | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
| Amit Thakrar | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
Jacqueline Hernández | — | * | — | — % | — | * | ||||||||||||||||||||||||||||||||
| All Executive Officers and Directors as a Group (11 persons) | 14,740 | 0.02% | — | — % | 14,740 | 0.01% | ||||||||||||||||||||||||||||||||
*Less than 1%
(1) Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the securities shown to be owned by such shareholder. The inclusion herein of securities listed as beneficially owned does not constitute an admission of beneficial ownership.
(2) As Class B Shares are convertible into Class A Shares at the election of the holder, the beneficial ownership reported herein assumes that the beneficial owner (and no other shareholder) elected to convert all Class B shares beneficially owned by such beneficial owner into Class A Shares.
(3) Includes 5,413,197 Class B Shares. All shares beneficially owned by Standard General are held by SG Broadcasting and certain funds. Soohyung Kim is the managing member and Standard General serves as investment manager for SG Broadcasting and such funds. Mr. Kim is the managing partner and chief investment officer of Standard General and a director of the general partner of Standard General. By virtue of the foregoing, Standard General and Mr. Kim may be deemed to beneficially own these shares. Each of Mr. Kim and Standard General disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest in such shares. The principal address of Standard General is 767 Fifth Avenue, 12th Floor, New York, NY 10153.
(4)Based on information contained in a Schedule 13D, as amended, SLF LBI Aggregator, LLC is the record holder of the shares reported herein. HPS Group GP, LLC and Scott Kapnick may be deemed to beneficially own the shares held by SLF LBI Aggregator, LLC by virtue of their control relationships with such entity. The principal business address of HPS Group GP, LLC and Mr. Kapnick is 40 West 57th Street, 33rd Floor, New York, New York 10019, as set forth in the Schedule 13D.
Equity Compensation Plan Information
Information about the Company’s equity compensation plans is presented in Part III of the Original Filing under the caption
“Equity Compensation Plan Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Independent Directors
Our board of directors currently consists of 9 members. Of these, our board has determined that eight (Mses. Hernández, McAdaragh and McDermott, and Messrs. Cannon, Glaze, Greene, Pertuz and Thakrar) qualify as “independent directors” under the listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”). In addition, MediaCo is a “Controlled Company” as defined in the Nasdaq listing standards. The Company is, therefore, pursuant to Nasdaq Marketplace Rule 5615(c)(2), exempt from certain aspects of Nasdaq’s listing standards relating to independent directors.
Transactions With Related Persons
Transaction with Estrella
Asset Purchase Agreement
On April 17, 2024, MediaCo and its wholly-owned subsidiary MediaCo Operations LLC (“Purchaser”), entered into the Asset Purchase Agreement, 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 provided the following consideration for the Purchased Assets:
i. A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which was exercised on September 8, 2025 for 28,205,938 shares;
ii. 60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), the terms of which are described below;
iii. A 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
iv. An aggregate cash payment in the amount of approximately $30.0 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses.
The shares of Class A Common Stock issuable upon the exercise of the Warrant and the shares of Class A Common Stock issuable upon the exercise of the Option Agreement (as defined below) represented approximately 43% of the outstanding shares of Class A Common Stock on a fully diluted basis (assuming the full exercise of the Warrant and the Option Agreement).
The Warrant, the shares of Series B Preferred Stock and the Second Lien Term Loan were initially held by an affiliate of HPS.
The Asset Purchase Agreement required MediaCo to prepare and file with the Commission a proxy statement to be sent to MediaCo stockholders relating to a special meeting of MediaCo stockholders (the “Stockholders Meeting”) to be held 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 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.
The Asset Purchase Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature.
Option Agreement
On April 17, 2024, in connection with the Estrella Acquisition contemplated by the Asset Purchase Agreement, MediaCo and Purchaser entered into an Option Agreement (the “Option Agreement”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) Purchaser 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 Purchaser for the same consideration beginning six months after the date of the closing of the Estrella Acquisition (the “Closing Date”). On May 1, 2025, the Option Agreement 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.
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 Acquisition, 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.
Voting and Support Agreement
On April 17, 2024, in connection with the Estrella Acquisition, SG Broadcasting LLC (“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 stockholders (including the Stockholders 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 automatically terminated on March 6, 2025 when the Proposal was approved.
Warrant
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 (the “Warrant Shares”), 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 Capital Market (“Nasdaq”), unless and until the Proposal has been approved. 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.
First Lien Term Loan
In order to finance the Estrella Acquisition, MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Transactions, pay off certain existing indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be subject to monthly amortization payments equal to 0.8333% of the initial principal amount of the First Lien Term Loans, and monthly interest payments at a rate of SOFR + 6.00%. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement.
Second Lien Term Loan
In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in exchange for the Transactions. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement.
Shareholders Agreement
On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a stockholders’ agreement with SG Broadcasting and Aggregator (the “Stockholders Agreement”). The Stockholders’ Agreement provides Aggregator (i) the right to designate up to three individuals for election to the Board (each such designee, an “Investor Director Designee”), subject to reduction and termination based on certain MediaCo stock ownership requirements (including that such designation right falls away upon Aggregator ceasing to beneficially own at least ten percent (10%) of the fully diluted MediaCo common stock for ten consecutive days), and (ii) certain consent rights over material actions taken by MediaCo.
Registration Rights Agreement
On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a registration rights agreement with SG Broadcasting and Aggregator (the “Registration Rights Agreement”), pursuant to which MediaCo has granted each of SG Broadcasting and Aggregator customary underwritten shelf takedown and piggyback rights with respect to the registration of shares of Class A Common Stock with the SEC under the Securities Act. In addition, MediaCo has agreed to prepare and file within three months of the Closing Date a registration statement covering the sale or distribution of shares of Class A Common Stock held by SG Broadcasting and Aggregator. Pursuant to the Registration Rights Agreement, SG Broadcasting and Aggregator caused us to file the Registration Statement on Form S-3 and related prospectus dated July 25, 2024, whereby we registered 46,832,646 shares of Class A Common Stock held by SG Broadcasting and Aggregator, as of such date for resale from time to time in one or more offerings or resales. Pursuant to the Registration Rights Agreement, each of SG Broadcasting and Aggregator has the right, subject to certain conditions, to require us to facilitate offerings of its shares of our Class A Common Stock, which would result in such shares becoming freely tradable without restriction under the Securities Act, except to the extent purchased by our affiliates (as defined in Rule 144 under the Securities Act).
We will pay all registration and filing fees and other expenses, including, among other things, reasonable fees and expenses of one
counsel for SG Broadcasting and Aggregator, related to any demand or piggyback registration. The Registration Rights Agreement
contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for
material misstatements or omissions in the registration statement attributable to them.
Network Affiliation and Supply Agreements
On April 17, 2024, in connection with the Transactions, Purchaser 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, Purchaser has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels.
On April 17, 2024, in connection with the Transactions, Purchaser 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, Purchaser has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels.
The Network Affiliation and Supply Agreements terminated with the exercise of the Option Agreement on May 1, 2025.
Relationship and Agreements with SG Broadcasting
On April 17, 2024, SG Broadcasting entered into the Voting and Support Agreement. See "Voting and Support Agreement" for more information.
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"). SMG is a wholly-owned subsidiary of Standard General. Standard General is an affiliate of the controlling shareholder of the Company, SG Broadcasting. Under the Leasing Agreement, the Company obtained 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.
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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Fees Paid to Independent Registered Public Accountants
The following table sets forth the fees (including cost reimbursements) paid to Deloitte & Touche LLP, for the year ended December 31, 2025 and Ernst & Young LLP for the year ended December 31, 2024, for various categories of professional services they performed as our independent registered public accountants.
| Year ended December 31, 2024 | Year ended December 31, 2025 | |||||||||||||
Audit Fees (1) | $ | 704,250 | $ | 1,738,000 | ||||||||||
Audit-Related Fees (2) | 947,968 | — | ||||||||||||
Tax Fees (3) | 16,265 | 161,696 | ||||||||||||
| All Other Fees | — | — | ||||||||||||
| Total Fees | $ | 1,668,483 | $ | 1,899,696 | ||||||||||
(1) Audit fees consist of fees for professional services in connection with the audit of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K, review of the Company’s condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, consents, and other services relating to Securities and Exchange Commission filings.
(2) Audit-related fees consist of fees for professional services related to the Estrella Acquisition and our at-the-market offering.
(3) Tax fees consist of fees for professional services related to tax advisory and compliance, including tax return preparation and filing of tax returns.
Engagement of the Independent Registered Public Accountants and Approval of Services
During the year ended December 31, 2025, prior to engaging the independent registered public accountants to render the above
services and pursuant to its charter, the Audit Committee approved the engagement for each of the services and determined that the
provision of such services by the independent registered public accountants was compatible with the maintenance of Deloitte &
Touche LLP’s independence in the conduct of its auditing services.
Under its current charter, the Audit Committee has the sole authority and responsibility to select, evaluate and, where appropriate, replace the independent auditors (or to nominate the independent auditors for shareholder approval), and shall approve all audit engagement fees and terms and all non-audit engagements with the independent auditors. No services were performed during the fiscal year ended December 31, 2025, under the de minimis exception in Rule 2-01(c) (7)(i)(C) of Regulation S-X
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 (unless otherwise indicated, (i) each filed document from which an exhibit has been incorporated has been filed by the Company, and (ii) the file number with respect to each filed document is 1-39029):
| 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 | 10-K | 12/31/2025 | 2.2 | 3/31/2026 | ||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||
| 10.7 | 8-K | 10.4 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.8 | 8-K | 10.5 | 4/18/2024 | |||||||||||||||||||||||||||||||||||
| 10.9 | 10-Q | 10.6 | 9/18/24 | |||||||||||||||||||||||||||||||||||
| 10.10 | 10-Q | 10.7 | 9/18/24 | |||||||||||||||||||||||||||||||||||
| 10.11 | 10-Q | 10.8 | 9/18/24 | |||||||||||||||||||||||||||||||||||
| 10.12 | 8-K | 10.1 | 9/16/24 | |||||||||||||||||||||||||||||||||||
| 10.13 | 8-K | 10.2 | 9/16/24 | |||||||||||||||||||||||||||||||||||
| 10.14† | 8-K | 99.1 | 10/7/24 | |||||||||||||||||||||||||||||||||||
| 10.15 | 8-K | 99.2 | 10/7/24 | |||||||||||||||||||||||||||||||||||
| 10.16 | 8-K | 10.1 | 10/30/24 | |||||||||||||||||||||||||||||||||||
| 10.17† | Definitive Proxy | Ex. A | 6/27/25 | |||||||||||||||||||||||||||||||||||
| 10.18† | 10-K | 12/31/2025 | 10.18 | 3/31/2026 | ||||||||||||||||||||||||||||||||||
| 10.19† | 10-K | 12/31/2025 | 10.19 | 3/31/2026 | ||||||||||||||||||||||||||||||||||
| 19 | 10-K | 12/31/2024 | 19 | 4/15/2025 | ||||||||||||||||||||||||||||||||||
| 21 | 10-K | 12/31/2025 | 21 | 3/31/2026 | ||||||||||||||||||||||||||||||||||
| 23.1 | 10-K | 12/31/2025 | 23.1 | 3/31/2026 | ||||||||||||||||||||||||||||||||||
| 23.2 | 10-K | 12/31/2025 | 23.2 | 3/31/2026 | ||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1 | X | |||||||||||||||||||||||||||||||||||||
| 32.2 | X | |||||||||||||||||||||||||||||||||||||
| 97† | 10-K | 12/31/23 | 97 | 4/1/24 | ||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance 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.
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: April 30, 2026 | By: | /s/ Alberto Rodriguez | ||||||
| Alberto Rodriguez | ||||||||
| Chief Executive Officer and President (Principal Executive Officer) | ||||||||
Date: April 30, 2026 | By: | /s/ Debra DeFelice | ||||||
| Debra DeFelice | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Exhibit 31.1
CERTIFICATION
I, Alberto Rodriguez, certify that:
1.I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of MediaCo Holding Inc.; and
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;
Date: April 30, 2026
| /s/ Alberto Rodriguez | |||||
| Alberto Rodriguez | |||||
| Chief Executive Officer and President (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION
I, Debra DeFelice, certify that:
1.I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of MediaCo Holding Inc.; and
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.
Date: April 30, 2026
| /s/ Debra DeFelice | |||||
| Debra DeFelice | |||||
| Executive Vice President, 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 | |||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||
| (Principal Financial Officer) | |||||