URBAN ONE, INC.

Previous wording

Within our core radio business, we primarily derive revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.

Current wording

Within our core radio business, the Company primarily derives revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.

Previous wording

In the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. In order to maximize cash revenue for our spot inventory, we closely manage the use of trade and barter agreements.

Current wording

In the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. In order to maximize cash revenue for our spot inventory, the Company closely manage the use of trade and barter agreements.

Previous wording

Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization. We strive to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources, and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider (“ISP”) hosting services and other internet content delivery expenses. Major expenses for our Cable Television segment include content acquisition and amortization, sales, and marketing.

Current wording

Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization. The Company strives to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources, and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider (“ISP”) hosting services and other internet content delivery expenses. Major expenses for our Cable Television segment include content acquisition and amortization, sales, and marketing.

Previous wording

We generally incur marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures.

Current wording

The Company generally incurs marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures.

Previous wording

During the three months ended June 30, 2025, we recognized approximately $91.6 million in net revenue compared to approximately $117.7 million during the three months ended June 30, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $36.7 million of revenue from our Radio Broadcasting segment during the three months ended June 30, 2025, compared to approximately $42.0 million during the three months ended June 30, 2024, a decrease of approximately $5.3 million. This decrease was primarily driven by weaker overall market demand from the national advertisers and lower event revenues. We recognized approximately $5.3 million of revenue from our Reach Media segment during the three months ended June 30, 2025, compared to approximately $18.9 million for the three months ended June 30, 2024, a decrease of approximately $13.6 million. This decrease was primarily driven by a decrease in overall demand and the timing of Fantastic Voyage cruise sailing, that that took place in May 2024. The 2025 Fantastic Voyage cruise is scheduled to take place in October 2025. We recognized approximately $10.3 million ofrevenue from our Digital segment during the three months ended June 30, 2025, compared to approximately $14.1 million for the three months ended June 30, 2024, a decrease of approximately $3.8 million. This decrease was primarily driven by the decrease in national digital sales and direct revenue streams. We recognized approximately$40.1 million of revenue from our Cable Television segment during the three months ended June 30, 2025, compared to approximately $43.3 million for the three months ended June 30, 2024, a decrease of approximately $3.2 million. This decrease was primarily driven by the churn of subscribers.

Current wording

During the three months ended September 30, 2025, we recognized approximately $92.7 million in net revenue compared to approximately $110.4 million during the three months ended September 30, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $34.7 million of revenue from our Radio Broadcasting segment during the three months ended September 30, 2025, compared to approximately $39.7 million during the three months ended September 30, 2024, a decrease of approximately $5.0 million. This decrease was primarily driven by weaker overall market demand from the national and local advertisers and non-returning political revenues. We recognized approximately $6.1 million of revenue from our Reach Media segment during the three months ended September 30, 2025, compared to approximately $10.2 million for the three months ended September 30, 2024, a decrease of approximately $4.1 million. This decrease was primarily driven by a decrease in national sales. We recognized approximately $12.7 million ofrevenue from our Digital segment during the three months ended September 30, 2025, compared to approximately $18.3 million for the three months ended September 30, 2024, a decrease of approximately $5.6 million. This decrease was primarily driven by the decrease in direct revenue streams and political revenue. We recognized approximately$39.8 million of revenue from our Cable Television segment during the three months ended September 30, 2025, compared to approximately $42.8 million for the three months ended September 30, 2024, a decrease of approximately $3.0 million. This decrease was primarily driven by the churn of subscribers and lower advertising sales.

Previous wording

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $28.6 million for the three months ended June 30, 2025, compared to $33.3 million for the three months ended June 30, 2024, respectively. For our Cable Television segment, the $2.5 million decrease was primarily due to lower program production cost. The $1.4 million decrease in our Radio Broadcasting segment was primarily due to lower headcount. The $0.5 million decrease in our Reach Media segment was primarily due to the loss of one of our nationally syndicated shows.

Current wording

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $34.7 million for the three months ended September 30, 2025, compared to approximately $33.9 million for the three months ended September 30, 2024, respectively. The $2.5 million increase in our Radio Broadcasting segment was primarily due to an increase in music royalty expenses (see further details in Note 13 -Commitments and Contingencies) offset by lower headcount costs. For our Cable Television segment, the $0.9 million decrease was primarily due to lower programming asset amortization. The $0.6 million decrease in our Reach Media segment was primarily due to a decrease in talent fees and a decrease in profit share liability due to lower revenue.

Previous wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $49.5 million for the three months ended June 30, 2025, compared to approximately $60.1 million for the three months ended June 30, 2024, adecrease of approximately $10.6 million. This decrease was mainly driven by the decreases in our Digital, Cable Television, Radio Broadcasting, and Reach Media segments, offset by an increase from our corporate headquarters. Expenses in our Digital segment decreased approximately $0.7 million compared to the three months ended June 30, 2024, primarily due to decreased bad debt expense. Expenses in our Cable Television segment decreased approximately $2.8 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to decreases in consumer marketing campaign spending. Expenses in our Radio Broadcasting segment decreased approximately $1.1 millionfor the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to decreases in sales commissions, national rep fees, and station event expenses as well as lower headcount. Expenses in our Reach Media segment decreased approximately $8.1 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the Fantastic Voyage cruise that took place in May 2024. The 2025 Fantastic Voyage cruise is scheduled to take place in October 2025. Our corporate headquarters' expenses increased approximately $2.1 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the change in the fair value of the Employment Agreement Award liability (as defined in Note 5 -Fair Value Measurements)offset by lower professional services costs.

Current wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $49.0 million for the three months ended September 30, 2025, compared to approximately $53.5 million for the three months ended September 30, 2024, adecrease of approximately $4.5 million. This decrease was mainly driven by the decreases in our Radio Broadcasting and corporate headquarters, offset by an increase from our Reach Media segment. Expenses in our Digital segment and Cable Television segment remained relatively flat compared to the three months ended September 30, 2024. Expenses in our Radio Broadcasting segment decreased approximately $4.2 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a change in bad debt reserve and lower research costs, personal property taxes, and bank charges during the quarter. Expenses in our Reach Media segment increased approximately $1.1 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a change in bad debt reserve. Our corporate headquarters' expenses decreased approximately $1.6 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to lower professional service costs and the ONE VIP department closure, offset by the change in the fair value of the Employment Agreement Award liability (as defined in Note 5 -Fair Value Measurements).

Previous wording

Stock-based compensation expense was approximately $0.6 million for the three months ended June 30, 2025, compared to approximately $1.1 million for the three months ended June 30, 2024, a decrease of approximately $0.5 million. The decrease was primarily due to the timing of vesting of stock awards for executive officers.

Current wording

Stock-based compensation expense was approximately $0.4 million for the three months ended September 30, 2025, compared to approximately $1.2 million for the three months ended September 30, 2024, a decrease of approximately $0.8 million. The decrease was primarily due to no executive grants during 2025.

Previous wording

Depreciation and amortization expense was approximately $3.5 million for the three months ended June 30, 2025, compared to approximately $3.0 million for the three months ended June 30, 2024, an increase of approximately $0.5 million. This increase is primarily driven by the TV One Trade Name and radio broadcasting license amortization (as described in Note 8 –Goodwill and Other Intangible Assets) offset by additional depreciation on leasehold improvements during the three months ended June 30, 2024.

Current wording

Depreciation and amortization expense was approximately $6.1 million for the three months ended September 30, 2025, compared to approximately $1.2 million for the three months ended September 30, 2024, an increase of approximately $4.9 million. This increase is primarily driven by the TV One Trade Name and radio broadcasting license amortization (as described in Note 8 –Goodwill and Other Intangible Assets).

Previous wording

Impairment of goodwill and intangible assets was approximately $130.1 million during the three months ended June 30, 2025, compared to$80.8 million during the three months ended June 30, 2024. See Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements for further discussion.

Current wording

Impairment of goodwill and intangible assets was approximately $46.8 million during the three months ended September 30, 2024. There was no impairment during the three months ended September 30, 2025. See Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements for further discussion.

Previous wording

Interest and investment income was approximately $0.6 million for the three months ended June 30, 2025, compared to approximately $1.8 million for the three months ended June 30, 2024. The decrease was driven by lower cash and cash equivalents balances during thethree months ended June 30, 2025, than in the corresponding period in 2024.

Current wording

Interest and investment income was approximately $0.5 million for the three months ended September 30, 2025, compared to approximately $1.1 million for the three months ended September 30, 2024. The decrease was driven by lower cash and cash equivalents balances during thethree months ended September 30, 2025, than in the corresponding period in 2024.

Previous wording

Interest expense was approximately $9.7 million for the three months ended June 30, 2025, compared to approximately $12.4 million for the three months ended June 30, 2024, a decrease of approximately$2.7 million. This decrease was due to lower overall debt balances outstanding. See Note 9 -Long-Term Debt of the Company’s unaudited condensed consolidated financial statements for further discussion.

Current wording

Interest expense was approximately $9.4 million for the three months ended September 30, 2025, compared to approximately $11.6 million for the three months ended September 30, 2024, a decrease of approximately$2.2 million. This decrease was due to lower overall debt balances outstanding. See Note 9 -Long-Term Debt of the Company’s unaudited condensed consolidated financial statements for further discussion.

Previous wording

There was an approximately $30.3 million gain on retirement of debt for the three months ended June 30, 2025, compared to $7.4 million for the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company repurchased approximately $64.0 million of its 2028 Notes at an average price of approximately 51.8% of par, resulting in a net gain on retirement of debt of approximately$30.3 million. During the three months June 30, 2024, the Company repurchased approximately $35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately$7.4 million.

Current wording

There was an approximately $2.1 million gain on retirement of debt for the three months ended September 30, 2025, compared to approximately $3.5 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, the Company repurchased approximately $4.5 million of its 2028 Notes at an average price of approximately 52.0% of par, resulting in a net gain on retirement of debt of approximately$2.1 million. During the three months September 30, 2024, the Company repurchased approximately $14.5 million of its 2028 Notes at an average price of approximately 75.0% of par, resulting in a net gain on retirement of debt of approximately$3.5 million.

Previous wording

For the three months ended June 30, 2025, we recorded a benefit from income taxes of approximately $21.4 million resulting in an effective tax rate of 21.5%, which includes $6.4 million of discrete tax expense primarily related to the impact of the change of accounting estimate for radio broadcasting licenses that impacted our valuation allowance. For the three months ended June 30, 2024, we recorded a benefit from income taxes of approximately$18.5 million. This amount is based on the actual effective tax rate of 29.1%. This rate includes $0.1 million of discrete tax benefits primarily related to deferred rate changes.

Current wording

For the three months ended September 30, 2025, we recorded a benefit from income taxes of approximately $1.1 million resulting in an effective tax rate of 28.4%, which includes $0.1 million of discrete tax expense primarily related to the impact of stock-based compensation. For the three months ended September 30, 2024, we recorded a benefit from income taxes of approximately$1.8 million resulting in an effective tax rate of 5.5%. This rate includes discrete tax expense of approximately $2.9 million primarily related to return to provision adjustments, changes in valuation allowance for certain of our state net operating losses, and stock-based compensation.

Previous wording

Net (loss) income attributable to non-controlling interests was approximately $(0.1) million for the three months ended June 30, 2025 compared to approximately $0.3 million for the three months ended June 30, 2024. The decrease in net income attributable to non-controlling interests was primarily due to the change in ownership interest in Reach Media during the first quarter of 2025 and decreased profitability in the business compared to the same period in 2024.

Current wording

The decrease in net income attributable to non-controlling interests was primarily due to the change in ownership interest in Reach Media during the first quarter of 2025 and decreased profitability in the business compared to the same period in 2024.

Previous wording

During the six months ended June 30, 2025, we recognized approximately $183.9 million in net revenue compared to approximately $222.2 million during the six months ended June 30, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $69.3 million of revenue from our Radio Broadcasting segment during the six months ended June 30, 2025, compared to approximately $78.4 million during the six months ended June 30, 2024, a decrease of approximately $9.0 million. This decrease was primarily driven by weaker overall market demand from the national advertisers, lower event revenues, and lower political revenues. We recognized approximately $11.2 million of revenue from our Reach Media segment during the six months ended June 30, 2025, compared to approximately $27.4 million for the six months ended June 30, 2024, a decrease of approximately $16.2 million. The decrease was primarily driven by the Fantastic Voyage sailing in Q2 2024, versus its October scheduling in 2025, decrease in overall demand, and attrition of advertisers. We recognized approximately $20.5 million of revenue from our Digital segment during the six months ended June 30, 2025, compared to approximately $26.3 million for the six months ended June 30, 2024, a decrease of approximately $5.8 million. The decrease was primarily driven by a decrease in national digital sales and direct revenue streams. Werecognized approximately $84.3 million of revenue from our Cable Television segment during the six months ended June 30, 2025, compared to approximately $91.3 million for the six months ended June 30, 2024, a decrease of approximately $7.1 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers.

Current wording

During the nine months ended September 30, 2025, we recognized approximately $276.5 million in net revenue compared to approximately $332.5 million during the nine months ended September 30, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $104.0 million of revenue from our Radio Broadcasting segment during the nine months ended September 30, 2025, compared to approximately $118.1 million during the nine months ended September 30, 2024, a decrease of approximately $14.1 million. This decrease was primarily driven by weaker overall market demand from the national and local advertisers, non-returning political revenues, and loss of streaming revenue. We recognized approximately $17.3 million of revenue from our Reach Media segment during the nine months ended September 30, 2025, compared to approximately $37.6 million for the nine months ended September 30, 2024, a decrease of approximately $20.3 million. The decrease was primarily driven by the Fantastic Voyage sailing in Q2 2024, versus its October scheduling in 2025 coupled with a decrease in national sales. We recognized approximately $33.2 million of revenue from our Digital segment during the nine months ended September 30, 2025, compared to approximately $44.6 million for the nine months ended September 30, 2024, a decrease of approximately $11.4 million. The decrease was primarily driven by a decrease in direct revenue streams, lower political revenue, and decreased overall demand. The Company recognized approximately $124.1 million of revenue from our Cable Television segment during the nine months ended September 30, 2025, compared to approximately $134.1 million for the nine months ended September 30, 2024, a decrease of approximately $10.0 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers.

Previous wording

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $59.2 million for the six months ended June 30, 2025, compared to approximately $65.9 million for the six months ended June 30, 2024, a decrease of approximately $6.7 million. Expenses in our Cable Television segment for the six months ended June 30, 2025, decreased approximately $4.2 million compared to the six months ended June 30, 2024. The decrease was primarily driven by productions that occurred in 2024 and did not return in 2025. Expenses in our Reach Media segment for the six months ended June 30, 2025, decreased approximately $0.6 million compared to the six months ended June 30, 2024. The decrease was primarily driven by the cancellation of one of our nationally syndicated shows. Expenses in our Radio Broadcasting segment for the six months ended June 30, 2025, decreased approximately $1.5 million, compared to the six months ended June 30, 2024. This decrease was primarily driven by lower headcount. Expenses in our Digital segment for the six months ended June 30, 2025, decreased approximately $0.6 million compared to the six months ended June 30, 2024 primarily driven by lower headcount and lower contract labor expense.

Current wording

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $94.0 million for the nine months ended September 30, 2025, compared to approximately $99.8 million for the nine months ended September 30, 2024, a decrease of approximately $5.9 million. Expenses in our Cable Television segment for the nine months ended September 30, 2025, decreased approximately $5.1 million compared to the nine months ended September 30, 2024. The decrease was primarily driven by a reduction in original programming asset amortization and lower headcount. Expenses in our Reach Media segment for the nine months ended September 30, 2025, decreased approximately $1.2 million compared to the nine months ended September 30, 2024. The decrease was primarily driven by decreased profit share and decreased contract labor. Expenses in our Radio Broadcasting segment for the nine months ended September 30, 2025, increased approximately $1.0 million, compared to the nine months ended September 30, 2024. This decrease was primarily driven by due an increase in music royalty expenses (see further details in Note 13 -Commitments and Contingencies) offset by lower headcount costs. Expenses in our Digital segment for the nine months ended September 30, 2025, decreased approximately $0.8 million compared to the nine months ended September 30, 2024 primarily driven by lower headcount and lower contract labor expense.

Previous wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $99.6 million for the six months ended June 30, 2025, compared to approximately $115.7 million for the six months ended June 30, 2024, a decrease of approximately $16.1 million. Expenses in our Radio Broadcasting segment decreased approximately $1.9 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to decreases in sales commission and station event expenses, as well as, lower headcount. Expenses in our Reach Media segment decreased approximately$8.0 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the timing of the Fantastic Voyage cruise in May 2024 vs. October 2025. Expenses in our Digital segment remained flat the six months ended June 30, 2025 and 2024. Expenses in our Cable Television segment decreased approximately$4.2 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a decrease in consumer marketing and affiliate expenses. Our corporate headquarters' expenses decreased approximately $1.8 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to lower professional service costs offset by the change in the fair value of the Employment Agreement Award (as defined in Note 5 -Fair Value Measurements).

Current wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $148.6 million for the nine months ended September 30, 2025, compared to approximately $169.2 million for the nine months ended September 30, 2024, a decrease of approximately $20.6 million. Expenses in our Radio Broadcasting segment decreased approximately $6.1 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to lower headcount, reduced rental and maintenance costs, and lower bank charges. Expenses in our Reach Media segment decreased approximately $7.0 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the timing of the Fantastic Voyage cruise in May 2024 vs. October 2025, offset by a change in bad debt reserve. Expenses in our Digital segment remained flat the nine months ended September 30, 2025 and 2024. Expenses in our Cable Television segment decreased approximately $4.0 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to timing of media campaigns and a decrease in consumer marketing and affiliate expenses. Our corporate headquarters' expenses decreased approximately $3.4 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to lower professional service costs and the ONE VIP department closure, offset by increased software fees and the change in the fair value of the Employment Agreement Award (as defined in Note 5 -Fair Value Measurements).

Previous wording

Stock-based compensation expense was approximately $1.3 million for the six months ended June 30, 2025, compared to approximately $2.5 million for the six months ended June 30, 2024, a decrease of approximately $1.2 million. The decrease in stock-based compensation was primarily due to the timing of vesting of stock awards for executive officers.

Current wording

Stock-based compensation expense was approximately $1.6 million for the nine months ended September 30, 2025, compared to approximately $3.6 million for the nine months ended September 30, 2024, a decrease of approximately $2.0 million. The decrease in stock-based compensation was primarily due to no executive grants during 2025.

Previous wording

Depreciation and amortization expense was approximately $5.8 million for the six months ended June 30, 2025, compared to approximately $4.8 million for the six months ended June 30, 2024, an increase of approximately $1.0 million driven mainly by the additional TV One Trade Name and radio broadcasting amortization of $2.5 million as described in Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements thesix months ended June 30, 2025, offset by lower depreciation expense for property and equipment.

Current wording

Depreciation and amortization expense was approximately $11.9 million for the nine months ended September 30, 2025, compared to approximately $6.1 million for the nine months ended September 30, 2024, an increase of approximately $5.9 million driven mainly by the additional TV One Trade Name and radio broadcasting license amortization of approximately $7.0 million as described in Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements for thenine months ended September 30, 2025, offset by lower depreciation expense for property and equipment.

Previous wording

Impairment of goodwill and intangible assets was approximately $136.5 million during thesix months ended June 30, 2025, compared to approximately$80.8 million for thesix months ended June 30, 2024. See Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements for further discussion.

Current wording

Impairment of goodwill and intangible assets was approximately $136.5 million during thenine months ended September 30, 2025, compared to approximately$127.6 million for thenine months ended September 30, 2024. See Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements for further discussion.

Previous wording

Interest income was approximately $1.6 million for the six months ended June 30, 2025, compared to approximately $3.8 million for the six months ended June 30, 2024. The decrease was driven by lower cash and cash equivalents balances during the six months ended June 30, 2025, than in the corresponding period in 2024.

Current wording

Interest income was approximately $2.1 million for the nine months ended September 30, 2025, compared to approximately $4.9 million for the nine months ended September 30, 2024. The decrease was driven by lower cash and cash equivalents balances during the nine months ended September 30, 2025, than in the corresponding period in 2024.

Previous wording

Interest expense was approximately $20.6 million for the six months ended June 30, 2025, compared to approximately $25.4 million for the six months ended June 30, 2024, a decrease of approximately $4.8 million. The decrease was due to lower overall debt balances outstanding during the six months ended June 30, 2025. See Note 9 - Long-Term Debtof our unaudited condensed consolidated financial statements for further information.

Current wording

Interest expense was approximately $30.1 million for the nine months ended September 30, 2025, compared to approximately $37.1 million for the nine months ended September 30, 2024, a decrease of approximately $7.0 million. The decrease was due to lower overall debt balances outstanding during the nine months ended September 30, 2025. See Note 9 - Long-Term Debtof our unaudited condensed consolidated financial statements for further information.

Previous wording

There was approximately an $41.9 million gain on reti rement of debt for the six months ended June 30, 2025, compared to approximately$15.3 million for the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company repurchased approximately $92.2 million of its 2028 Notes at an average price of approximately 53.7% of par, resulting in a net gain on retirement of debt of approximately $41.9 million. During the six months ended June 30, 2024, the Company repurchased approximately $110.5 million of its 2028 Notes at an average price of approximately 85.0% of par, resulting in a net gain on retirement of debt of approximately$15.3 million.

Current wording

There was approximately a $44.0 million gain on reti rement of debt for the nine months ended September 30, 2025, compared to approximately$18.8 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par, resulting in a net gain on retirement of debt of approximately $44.0 million. During the nine months ended September 30, 2024, the Company repurchased approximately $125.0 million of its 2028 Notes at an average price of approximately 83.8% of par, resulting in a net gain on retirement of debt of approximately$18.8 million.

Previous wording

For the six months ended June 30, 2025, we recorded a benefit from income taxes of approximately $5.7 million. This amount is based on the actual effective tax rate of 6.0%. This rate includes approximately $14.6 million of discrete tax expense related to valuation allowance for net operating losses, and approximately $6.6 million of discrete tax expense related to the impact of the change of accounting estimate for radio broadcasting licenses. For the six months ended June 30, 2024, we recorded a benefit from income taxes of approximately $16.0 million. This amount is based on the actual effective tax rate of 30.0%. This rate includes $0.1 million of discrete tax benefits primarily related to deferred rate changes.

Current wording

For the nine months ended September 30, 2025, we recorded a benefit from income taxes of approximately $6.8 million. This amount is based on the actual effective tax rate of 6.9%. This rate includes approximately $14.6 million of discrete tax expense related to valuation allowance for net operating losses, and approximately $6.6 million of discrete tax expense related to the impact of the change of accounting estimate for radio broadcasting licenses. For the nine months ended September 30, 2024, we recorded a benefit from income taxes of approximately $17.8 million. This amount is based on the actual effective tax rate of 20.6%. This rate includes discrete tax expense of approximately $2.9 million related to return to provision adjustments, changes in valuation allowance for certain of our state net operating losses, and stock-based compensation.

Previous wording

For the six months ended June 30, 2024, we recognized approximately $0.4 million loss from the termination of an unconsolidated joint venture related to the Company’s investment on RVAEH.

Current wording

For the nine months ended September 30, 2024, we recognized approximately $0.4 million loss from the termination of an unconsolidated joint venture related to the Company’s investment on RVAEH.

Previous wording

Net (loss) income attributable to non-controlling interests was approximately $(0.1) million for the six months ended June 30, 2025, compared to approximately $0.6 million for the six months ended June 30, 2024. The decrease in net income attributable to non-controlling interests was primarily due to the increase of our change in ownership interest in Reach Media during the six months ended June 30, 2025, compared to the six months ended June 30, 2024

Current wording

Net (loss) income attributable to non-controlling interests was approximately $(0.1) million for the nine months ended September 30, 2025, compared to approximately $1.0 million for the nine months ended September 30, 2024. The decrease in net income attributable to non-controlling interests was primarily due to the increase of our change in ownership interest in Reach Media during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

Previous wording

Broadcast and digital operating income decreased to approximately $25.7 million for the three months ended June 30, 2025, compared to approximately $34.2 million for the three months ended June 30, 2024, a decrease of approximately $8.5 million or 25.0%. This decrease was primarily due to lower broadcast and digital operating income at all segments but our Cable Television segment. Our Digital segment generated approximately $0.1 million of broadcast and digital operating loss during the three months ended June 30, 2025, compared to approximately broadcast and digital operating income of $2.9 million during the three months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Reach Media generated approximately $0.9 million of broadcast and digital operating loss during the three months ended June 30, 2025, compared to approximately $4.3 million of broadcast and digital operating income during the three months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Our Radio Broadcasting segment generated approximately $6.9 million of broadcast and digital operating income during the three months ended June 30, 2025, compared to approximately $10.8 million during the three months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Finally, Cable Television generated approximately $19.8 million of broadcast and digital operating income during the three months ended June 30, 2025, compared to approximately $16.0 million during the three months ended June 30, 2024. The increase in the Cable Television segment’s broadcast and digital operating income was primarily due to lower expenses offset by lower net revenue.

Current wording

Broadcast and digital operating income decreased to approximately $20.0 million for the three months ended September 30, 2025, compared to approximately $35.4 million for the three months ended September 30, 2024, a decrease of approximately $15.4 million or 43.5%. This decrease was primarily due to lower broadcast and digital operating income at all segments. Our Digital segment generated approximately $0.7 million of broadcast and digital operating income during the three months ended September 30, 2025, compared to approximately broadcast and digital operating income of $7.1 million during the three months ended September 30, 2024, primarily due to lower revenues offset by lower expenses. Reach Media generated approximately $0.4 million of broadcast and digital operating income during the three months ended September 30, 2025, compared to approximately $5.1 million of broadcast and digital operating income during the three months ended September 30, 2024, primarily due to lower revenues and higher expenses. Our Radio Broadcasting segment generated approximately $2.7 million of broadcast and digital operating income during the three months ended September 30, 2025, compared to approximately $6.7 million during the three months ended September 30, 2024, primarily due to lower revenues offset by lower expenses. Finally, Cable Television generated approximately $16.1 million of broadcast and digital operating income during the three months ended September 30, 2025, compared to approximately $16.7 million during the three months ended September 30, 2024. The decrease in the Cable Television segment’s broadcast and digital operating income was primarily due to lower revenues offset by lower expenses.

Previous wording

Broadcast and digital operating income decreased to approximately $48.7 million for the six months ended June 30, 2025, compared to approximately $66.2 million for the six months ended June 30, 2024, a decrease of approximately $17.5 million or 26.5%. The decrease was primarily due to lower broadcast and digital operating income at all segments but our Cable Television segment. Our Digital segment generated approximately $0.1 million of broadcast and digital operating loss during the six months ended June 30, 2025, compared to approximately $5.9 million of broadcast and digital operating income during the six months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Reach Media generated approximately $0.7 million of broadcast and digital operating loss during the six months ended June 30, 2025, compared to approximately $6.9 million of broadcast and digital operating income during the six months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Cable television generated approximately $39.8 million of broadcast and digital operating income during the six months ended June 30, 2025, compared to approximately $35.5 million during the six months ended June 30, 2024. The increase in the Cable Television segment’s broadcast and digital operating income was primarily due to lower expenses offset by lower net revenue. Finally, our Radio Broadcasting segment generated approximately $9.7 million of broadcast and digital operating income during the six months ended June 30, 2025, compared to approximately $17.4 million during the six months ended June 30, 2024, primarily due to lower revenues offset by lower expenses.

Current wording

Broadcast and digital operating income decreased to approximately $68.6 million for the nine months ended September 30, 2025, compared to approximately $101.6 million for the nine months ended September 30, 2024, a decrease of approximately $33.0 million or 32.5%. The decrease was primarily due to lower broadcast and digital operating income at all segments but our Cable Television segment. Our Digital segment generated approximately $0.6 million of broadcast and digital operating income during the nine months ended September 30, 2025, compared to approximately $13.0 million of broadcast and digital operating income during the nine months ended September 30, 2024, primarily due to lower revenues offset by lower expenses. Reach Media generated approximately $0.3 million of broadcast and digital operating loss during the nine months ended September 30, 2025, compared to approximately $12.0 million of broadcast and digital operating income during the nine months ended September 30, 2024, primarily due to lower revenues offset by lower expenses. Cable television generated approximately $55.9 million of broadcast and digital operating income during the nine months ended September 30, 2025, compared to approximately $52.2 million during the nine months ended September 30, 2024. The increase in the Cable Television segment’s broadcast and digital operating income was primarily due to lower expenses offset by lower net revenue. Finally, our Radio Broadcasting segment generated approximately $12.4 million of broadcast and digital operating income during the nine months ended September 30, 2025, compared to approximately $24.1 million during the nine months ended September 30, 2024, primarily due to lower revenues offset by lower expenses.

Previous wording

(c)Adjusted EBITDA: Adjusted EBITDA consists of net loss plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, corporate development costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net loss before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in "Corporate/Eliminations/ Other" line item in the reconciliation to the pre-tax income. Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.

Current wording

(c)Adjusted EBITDA: Adjusted EBITDA consists of net loss plus (1) depreciation and amortization, income taxes, interest expense, net income (loss) attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, corporate costs, non-recurring litigation settlement costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net loss before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in "Corporate/Eliminations/ Other" line item in the reconciliation to the pre-tax income. Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.

Previous wording

(a)Corporate costs include professional fees related to the material weakness remediation efforts.

Current wording

(a)Corporate costs primarily include professional fees related to the material weakness remediation efforts.

Previous wording

(b)In 2024, we made an immaterial change to the definition of Adjusted EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change.

Current wording

(c) In 2024, we made an immaterial change to the definition of Adjusted EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change.

Previous wording

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $86.2 million as of June 30, 2025. As of June 30, 2025, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.

Current wording

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $79.8 million as of September 30, 2025. As of September 30, 2025, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.

Previous wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $0.5 million (the “Employee Stock Repurchase Authorization”) worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the six months ended June 30, 2025 and 2024, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the six months ended June 30, 2025, the Company repurchased 98,976 shares of Class D stock under the Employee Stock Repurchase Authorization at an average price of $0.98 for a total amount of approximately $0.1 million. During the six months ended June 30, 2024, the Company repurchased 25,285 shares of Class D stock under the authorization at an average price of $3.76 for a total amount of approximately $0.1 million. The Company has approximately $0.1 million remaining under the Employee Stock Repurchase Authorization.

Current wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $0.5 million (the “Employee Stock Repurchase Authorization”) worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the nine months ended September 30, 2025 and 2024, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the nine months ended September 30, 2025, the Company repurchased 98,976 shares of Class D stock under the Employee Stock Repurchase Authorization at an average price of $0.98 for a total amount of approximately $0.1 million. During the nine months ended September 30, 2024, the Company repurchased 25,285 shares of Class D stock under the authorization at an average price of $3.76 for a total amount of approximately $0.1 million. The Company has approximately $0.1 million remaining under the Employee Stock Repurchase Authorization.

Previous wording

During the six months ended June 30, 2025, the Company repurchased 675,293 shares of Class A Common Stock under the 2024 Stock Repurchase Program of approximately $1.0 million at an average price of $1.53 per share. During the six months ended June 30, 2024, the Company repurchased 449,277 shares of Class A Common Stock in the amount of approximately $0.9 million at an average price of $2.06 per share.

Current wording

During the nine months ended September 30, 2025, the Company repurchased 851,884 shares of Class A Common Stock under the 2024 Stock Repurchase Program of approximately $1.3 million at an average price of $1.58 per share. During the nine months ended September 30, 2024, the Company repurchased 1,464,300 shares of Class A Common Stock in the amount of approximately $3.0 million at an average price of $2.03 per share.

Previous wording

After giving effect to the above transactions across both our Class A and our Class D Common Stock, the 2024 Stock Repurchase Program has approximately $12.2 million remaining under the authorization. See Note 14 -Subsequent Events of our unaudited condensed consolidated financial statements for additional purchases subsequent to June 30, 2025.

Current wording

After giving effect to the above transactions across both our Class A and our Class D Common Stock, the 2024 Stock Repurchase Program has approximately $11.4 million remaining under the authorization.

Previous wording

During the six months ended June 30, 2025, the Company executed Stock Vest Tax Repurchases of 394,439 shares of Class D Common Stock in the amount of approximately $0.3 million at a price of $0.78 per share. During the six months ended June 30, 2024, the Company executed Stock Vest Tax Repurchases of 396,391 shares of Class D Common Stock in the amount of approximately $1.3 million at an average price of $3.35 per share.

Current wording

During the nine months ended September 30, 2025, the Company executed Stock Vest Tax Repurchases of 492,108 shares of Class D Common Stock in the amount of approximately $0.4 million at a price of $0.76 per share. During the nine months ended September 30, 2024, the Company executed Stock Vest Tax Repurchases of 423,511 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $3.21 per share.

Previous wording

During the three months June 30, 2024, the Company repurchased approximately $35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately$7.4 million. During the six months ended June 30, 2024, the Company repurchased approximately $110.5 million of its 2028 Notes at an average price of approximately 85.0% of par, resulting in a net gain on retirement of debt of approximately $15.3 million. As of June 30, 2025, the total outstanding aggregate principal amount of the senior secured notes due 2028 is approximately $492.3 million.

Current wording

During the three months September 30, 2024, the Company repurchased approximately $14.5 million of its 2028 Notes at an average price of approximately 75.0% of par, resulting in a net gain on retirement of debt of approximately$3.5 million. During the nine months ended September 30, 2024, the Company repurchased approximately $125.0 million of its 2028 Notes at an average price of approximately 83.8% of par, resulting in a net gain on retirement of debt of approximately $18.8 million. As of September 30, 2025, the total outstanding aggregate principal amount of the senior secured notes due 2028 is approximately $487.8 million.

Previous wording

The following table provides a summary of our statements of cash flows for the six months ended June 30, 2025, and 2024, respectively:

Current wording

The following table provides a summary of our statements of cash flows for the nine months ended September 30, 2025, and 2024, respectively:

Previous wording

Net cash flows provided by operating activities were approximately $8.3 million and $3.7 million for the six months ended June 30, 2025, and 2024, respectively. Net cash flow from operating activities for the six months ended June 30, 2025 increased from the prior year primarily due to increased collection of accounts receivable, lower payments for content, offset by the decrease in reserve for audience deficiency.

Current wording

Net cash flows provided by operating activities were approximately $8.1 million and $1.9 million for the nine months ended September 30, 2025, and 2024, respectively. Net cash flow from operating activities for the nine months ended September 30, 2025 increased primarily due to lower payments for content, offset by the decrease in reserve for audience deficiency.