8-K
SAGA COMMUNICATIONS INC (SGA)
21
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): December 12, 2025
SAGA COMMUNICATIONS, INC .
(Exact Name of Registrant as Specified in its Charter)
| Florida | 1-11588 | 38-3042953 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
| 73 Kercheval Avenue | |
|---|---|
| Grosse Pointe Farms , MI | 48236 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( 313 ) 886-7070
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 symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | SGA | NASDAQ Global 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 ☐
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 8.01.Other Events.
On December 15, 2025, Saga Communications, Inc. (the “Company”) issued a press release announcing that the Company repurchased 184,215 shares of its common stock for an aggregate purchase price of approximately $2.1 million or $11.50 per share, through a privately negotiated transaction.
The repurchased shares represent approximately 2.8% of the company’s currently outstanding common stock, based on 6,556,621 shares outstanding as of December 11, 2025. After closing, these shares were returned to treasury and are no longer outstanding. The transaction was completed on December 12, 2025, and relied on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, with the selling stockholder represented as an accredited investor.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|
| 99.1 | Press Release dated December 15, 2025 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
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.
| ugust | ||
|---|---|---|
| | SAGA COMMUNICATIONS, INC. | |
| Dated: December 15, 2025 | By: | /s/ Samuel D. Bush |
| Samuel D. Bush | ||
| Executive Vice President and Chief | ||
| Financial Officer |
Exhibit 99.1
Saga Communications, Inc.
Repurchases 2.8% of Outstanding Shares
Contact:
Samuel D. Bush
313/886-7070
Grosse Pointe Farms, MI – December 15, 2025 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company,” “Saga” or “our”) today announced that it repurchased 184,215 shares of its common stock for an aggregate purchase price of approximately $2.1 million, or $11.50 per share, through a privately negotiated transaction. The repurchased shares represent approximately 2.8% of the company’s currently outstanding common stock, based on 6,556,621 shares outstanding as of December 11, 2025. After closing, these shares were returned to treasury and are no longer outstanding.
Chief Financial Officer Samuel Bush commented, “We are pleased to announce the completion of a privately negotiated stock repurchase transaction, which underscores our ongoing commitment to deliver value to our shareholders. This transaction reflects our confidence in the company’s long-term strategy and financial strength, while providing us with greater flexibility to manage our capital structure. We remain focused on disciplined capital allocation and generating a meaningful return for all stakeholders.”
Saga is a media company whose business provides radio, digital, e-commerce, local on-line news and non-traditional revenue initiatives. Saga operates in 28 markets and provides services to national, regional and local advertisers to meet their growing advertising needs. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.
This press release contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that are based upon current expectations and involve certain risks and uncertainties. Words such as “will,” “may,” “believes,” “intends,” “expects,” “anticipates,” “guidance,” and similar expressions are intended to identify forward-looking statements. The material risks facing our business are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including, in particular, Item 1A of our Annual Report on Form 10-K. Readers should note that forward-looking statements may be impacted by several factors, including global, national, and local economic changes and changes in the radio broadcast industry in general as well as Saga’s actual performance. Saga undertakes no obligation to update any information contained herein that constitutes a forward-looking statement.