URBAN ONE, INC.

December 31, 2025 and 2024

1. ORGANIZATION

Urban One, Inc., a Delaware corporation, and its subsidiaries (collectively, “Urban One”, the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media Company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of December 31, 2025, the Company owned and/or operated 76 independently formatted, revenue producing broadcast stations (including 58 FM or AM stations,16 HD stations, and 2 low power television stations the Company operated), located in 13 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, the Company has diversified its revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 94.6% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its iONE Digital, Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. Through our national multi-media operations, the Company provides advertisers with a unique and powerful delivery mechanism to communicate with African-American and urban audiences.

Our core radio broadcasting franchise operates under the brand “Radio One.” The Company also operates other brands, such as TV One, CLEO TV, Reach Media, iONE Digital and One Solution, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences.

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, the Company has provided selected financial information on the Company’sfour reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) Digital; and (iv) Cable Television. (See Note 18 –Segment Information of our consolidated financial statements for further discussion).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). All amounts presented in these consolidated financial statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations and Launch support has been collapsed with Other liabilities in the consolidated statements of cash flows.

The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity.

The Company is required to include the financial statements of variable interest entities (“VIE”) in its consolidated financial statements. Under the VIE model, the Company consolidates an investment if it has control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. The most significant estimates and assumptions are used in determining: (i) estimates of future cash flows, projected revenues rates, operating profit margins, and discount rates used to evaluate and recognize impairments; (ii) estimates of fair value of the Employment Agreement Award and redeemable non-controlling interest in Reach Media; and (iii) content asset amortization curves.

These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. The Company bases these estimates on historical experience, the current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, economic uncertainty and any disruption in financial markets increase the possibility that actual results may differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Supplemental Financial Information

The following table presents the components of Other Current Liabilities and Other Long-term Liabilities:

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash and money market funds at various commercial banks that have original maturities of 90 days or less. For cash and cash equivalents, cost approximates fair value. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheets to “Cash, cash equivalents and restricted cash, end of period” as reported within the consolidated statements of cash flows:

Concentration of Credit Risk

The Company’s cash and cash equivalents are insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company has amounts held with banks that may exceed the amount of FDIC insurance provided on such accounts. Generally, the balances may be redeemed upon demand and are maintained with financial institutions of reputable credit, and, therefore, bear minimal credit risk. The Company routinely assesses the financial strength of significant customers, and this assessment, combined with the large number and geographical diversity of its customers, limits our concentration of risk with respect to receivables from contracts with customers. No single customer accounted for over 10.0% of the Company’s consolidated net revenues during either of the years ended December 31, 2025 or 2024.

Trade Accounts Receivable and Allowance for Expected Credit Losses

Trade accounts receivable represent our unconditional rights to consideration arising from our performance under our customer contracts and are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. The Company maintains allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. The Company recognizes the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. The Company estimates the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions, and forecasts of future economic conditions. Large individual receivables for which there is an indication of increased credit risk are individually assessed for loss allowances.

In determining the allowance for credit losses, management groups similar types of financial assets with consistent risk characteristics. Pools are determined generally based on the Company'sfour reportable segments, with sub-segmentation between local and national advertising customers in the Radio Broadcasting and Digital segments. The risk characteristics of the financial asset portfolios are monitored by management and reviewed periodically. The forecasts for future economic conditions are based on several factors including, but not limited to, changes in external economic forecasts and current collection rates. Our estimates of the allowance for credit losses may not be indicative of our actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. Past due trade accounts receivable balances are written off against our allowance for credit losses when our internal collection efforts have been unsuccessful.

The changes in the allowance for expected credit loss are as follows:

Goodwill

Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. The Company assesses our goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or a business one level below that operating segment if discrete financial information is available. Goodwill is not amortized but is tested annually for impairment at the reporting unit level on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Impairment exists when the asset carrying values exceed their respective fair values. The excess is recorded to operations as an impairment charge.

In testing for goodwill impairment, the Company uses a weighting of the income and market approaches. The income approach estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about projected revenues assumptions, operating profit margins, discount rates and terminal rates. Additionally, the Company utilizes a market value approach to supplement the discounted cash flow model. The market value approach utilizes average EBITDA multiples from guideline public companies. The Company performs a market-based analysis by comparing the estimated fair value of the reporting units to the market capitalization of the Company.

The Company recognizes an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. Any impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit.

During the a portion of the year-ended December 31, 2025 and during the full year-ended December 31, 2024, in accordance with ASC 350, “Intangibles – Goodwill and Other”, (“ASC 350”), the Company did not amortize its radio broadcasting licenses, TV One Trade Name or goodwill. Instead, the Company performed a test for impairment annually across all reporting units, TV One Trade Name and radio broadcasting licenses, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred. For goodwill, the Company’s individual radio markets within the Radio Broadcasting reporting unit and each of the other three business segments represent a reporting unit.

Other intangible assets, except for unamortized trade names, continue to be amortized on a straight-line or accelerated basis over their useful lives. The Company evaluates amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value.

As of May 31, 2025, an overall decline in revenue and operating profit margin created a triggering event indicating the fair value of the Company's Radio Broadcasting, Reach Media and Digital reporting units were more likely than not to be less than their carrying value. Therefore, the Company performed interim quantitative assessments at 10 of the reporting units containing goodwill. During the three months ended June 30, 2025, the Company recorded impairment losses of approximately $4.9 million and $3.9 million to reduce the carrying value of our Digital and Radio Broadcasting goodwill balances, respectively.

On July 1, 2025, the Company determined the components of our Radio Broadcasting operating segment represent a single reporting unit. The change was primarily driven by the continued integration of the individual markets under a centralized leadership structure resulting in interdependent processes across Radio Broadcasting. The Company utilized a quantitative impairment assessment immediately before the change and performed a qualitative assessment immediately thereafter. Based on this assessment, no impairment losses were recognized.

The Company performed an annual qualitative impairment assessment as of October 1, 2025 for all reporting units. Based on the qualitative impairment assessment performed, the Company performed a quantitative assessment for the Digital reporting unit. Based on the quantitative assessment, the Company recorded impairment losses of approximately $1.7 million to reduce the carrying value of our Digital goodwill balances. For the remaining reporting units no goodwill impairment losses were recognized.

As of December 31, 2025, an overall decline in revenue, forecasted revenue and operating profit margin brought on by industry and macro-economic conditions created a triggering event indicating the fair value of each of the Cable Television and Reach Media reporting units were more likely than not to be less than its’ carrying value. As a result, the Company performedan interim quantitative impairment assessment for the Cable Television and Reach Media reporting units to determine whether they were impaired. The Company estimated the fair value of the reporting units by utilizing a discounted cash flow model. The key assumptions used in the discounted cash flow model for goodwill include projected revenues, operating profit margins, terminal rate and discount rate. For Cable Television, the Company utilized a market value approach to supplement the discounted cash flow model. The market value approach utilized average EBITDA multiples from guideline public companies. See Note 6 - Fair Value Measurements of the Company's consolidated financial statements for key inputs in the Cable Television and Reach Media segments. Based on the assessment, the Company recognized impairment losses of approximately $53.1 million, and $0.5 million to reduce the carrying value of our Cable Television and Reach Media goodwill balances, respectively, for the year ended December 31, 2025.

Radio Broadcasting Licenses and TV One Trade Name

In connection with past acquisitions, a portion of the purchase price was allocated to radio broadcasting licenses and the TV One Trade Name. Historically, these intangible assets were not amortized but tested annually for impairment at the reporting unit level and accounting unit level on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Impairment exists when the asset carrying values exceed their respective fair values. The excess is recorded to operations as an impairment charge.

The Company tested radio broadcasting license impairment at the accounting unit level using the income approach, which involves, but is not limited to, judgmental estimates and assumptions about market revenues and projected revenues by markets, market shares, operating profit margins, and discount rates.

As of March 31, 2025 and May 31, 2025, the Company's projected market revenues and operating profit margins declined within the Radio Broadcasting segment creating a triggering event indicating that the fair value of certain of the Company’s radio broadcasting licenses were more likely than not to be less than its carrying value.

The Company recognized an impairment loss of approximately$6.4 million associated with five radio markets within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the three months ended March 31, 2025.

The Company recognized an impairment loss of approximately$121.3 million associated with twelve radio markets within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the three months ended June 30, 2025.

For the years ended December 31, 2025 and 2024, the Company recorded impairment losses against radio broadcasting licenses, of approximately $127.8 million and $118.5 million, respectively, which are included within the impairment of goodwill and intangible assets in the consolidated statements of operations.

Due to industry and macro-economic conditions along with ongoing declines in national and local radio listenership, and forecasted cash flows for Radio Broadcasting, the Company reassessed the useful life for the broadcasting licenses. As a result of the reassessment, the Company concluded that the useful life should change from indefinite-lived to finite-lived intangible assets effective June 1, 2025. The Company has adopted an accelerated amortization method and will amortize the assets over a range of 9 to 18-year period. This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense included in depreciation and amortization, on the consolidated statement of operations. See further information in Note 12 - Goodwill, Net And Other Intangible Assets, Net.

For the year ended December 31, 2024, the Company noted a continued decline in revenues in the Cable Television segment, indicating that it was more likely than not that its TV One Trade Name was impaired. Therefore, the Company performed a quantitative impairment assessment for the trade name for TV One to determine whether it was impaired.

To determine the fair value of the TV One Trade Name, the Company utilized the relief from royalty approach which values a trade name by calculating the present value of royalty payments avoided given the continued use. The key assumptions used in the analysis for the trade name include cumulative probability of continued use, percentage of royalty payments avoided, projected revenues, terminal rates, and discount rates.

The Company recognized an impairment loss of approximately$13.1 million associated with the TV One Trade Name within the Cable Television segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024.

Due to industry and macro-economic conditions along with ongoing subscriber churn, and forecasted cash flows for TV One, the Company reassessed the useful life for the TV One Trade Name. As a result of the reassessment, the Company concluded that the useful life should change from indefinite-lived to a finite-lived intangible asset effective January 1, 2025. The Company has adopted an accelerated amortization method and will amortize this asset over a 20-year period. This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense included in depreciation and amortization, on the consolidated statement of operations. See further information in Note 12 - Goodwill, Net And Other Intangible Assets, Net.

Impairment of Long-Lived Assets

Long-lived assets, excluding goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset or group of assets to future undiscounted net cash flows expected to be generated by the asset or group of assets. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. The Company reviewed these long-lived assets during 2025 and 2024 and concluded there were no indicators of impairment.

Fair Value of Financial Instruments

As of December 31, 2025 and 2024, the Company’s financial instruments consisted of cash and cash equivalents, restricted cash, trade accounts receivable, accounts payable, its asset-backed facility and long-term debt. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2025 and 2024, except for the Company’s long-term debt, which is disclosed in Note 13 -Debt.

Revenue Recognition

The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In general, spot and digital advertising is satisfied as advertising spots or as impressions are delivered. For cable television affiliate revenue, the Company grants a license to the affiliate to distribute its television programming content through the license period, and the Company recognizes revenue based on the number of subscribers each month. Finally, for event-based revenue, the Company’s events typically occur on one specified date when revenue is recognized. However, there may be performance obligations that are satisfied in the weeks leading up to the event, such as radio and digital advertising. In such instances revenue is recognized as the underlying performance obligations are satisfied based on the allocated transaction price and the pattern of delivery to the customer.

Within the Radio Broadcasting and Reach Media segments, revenues are generated from the sale of spot advertisements and sponsorships. Revenue from the sale of spot advertisements is recognized when the advertisements are run. Revenue from sponsorships is recognized as each underlying sponsorship performance obligation is satisfied. Revenue is recognized for each performance obligation based on the allocated transaction price and the pattern of transfer to the customer. The Company records revenue at the amount of consideration that it receives.

Within the Digital segment, Interactive One generates the majority of the Company’s digital revenue. The Company’s digital revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized based on the pattern of delivery. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price. Interactive One’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.

The Cable Television segment derives advertising revenue from the sale of television airtime to advertisers and revenue is recognized when the advertisements are run. In the agreements governing advertising campaigns, the Company may also promise to deliver to its customers a guaranteed minimum number of viewers or impressions on a specific television network within a particular demographic. These guaranteed advertising campaigns are considered to represent a single, distinct performance obligation. For these campaigns, revenues are recognized based on the audience levels reached multiplied by the average price per impression. The Company provides the advertiser with advertising until the guaranteed audience level is delivered, and invoiced amounts may exceed the value of the actual audience delivery. As such, a portion of revenues associated with such campaigns is deferred until the guaranteed audience level is delivered or the rights associated with the guarantees lapse, which is typically less than one year. Actual audience and delivery information is obtained from independent ratings services. Cable Television’s contracts with advertisers are typically a year or less in duration and are generally billed monthly. The Company also provides certain advertising services without guaranteed audience level and are billed monthly based on satisfaction of the performance obligation.

The Company’s Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber royalty payable by the affiliate, in exchange for the right to distribute the Company’s programming. The majority of the Company’s distribution fees are collected monthly throughout the year and distribution revenue is recognized over the term of the contracts based on contracted programming rates and reported subscriber levels. The Company applies the sales- or usage-based royalty exception for its affiliate agreements. The amount of distribution fees due to the Company is reported by distributors based on actual subscriber levels. Such information is generally not received until after the close of the reporting period. In these cases, the Company estimates the number of subscribers receiving the Company’s programming to estimate royalty revenue. Historical adjustments to recorded estimates have not been material.

Some of the Company’s contracts with customers contain multiple performance obligations. In an arrangement with multiple distinct performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The stand-alone selling price is determined with consideration given to market conditions, the size and scope of the contract, customer information, and other factors.

Contract Assets and Liabilities

Unbilled receivables consist of earned revenue that has not yet been billed. Contract assets are included in trade accounts receivable, net on the consolidated balance sheets. Customer advances and unearned income represent advance payments by customers for future services under contract that are generally fulfilled in the near term. For advertising sold based on audience guarantees, audience deficiency typically results in an obligation to deliver additional advertising units to the customer, generally within 1 year of the campaign end date. To the extent that audience guarantees are not met, a reserve for audience deficiency is recorded until such a time that the audience guarantee has been satisfied. Unearned event income represents payments by customers for upcoming events. Contract liabilities are included in other current liabilities on the consolidated balance sheets.

Practical Expedients and Exemptions

The Company generally expenses employee sales commissions when incurred because the amortization period would have been 1 year or less. These costs are recorded within selling, general and administrative expenses.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of 1 year or less or (ii) contracts for which variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property.

Launch Support

The Cable Television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliate agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. Launch assets are included in other intangible assets, net on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within 1 year which is included in other current assets.

Barter Transactions

In a barter transaction, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. Barter transaction revenue and expenses for the years ended December 31, 2025 and 2024 are as follows:

Advertising and Promotions

The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses for the years ended December 31, 2025 and 2024, were approximately $18.1 million and $23.4 million, respectively.

Income Taxes

The Company recognizes income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based upon the difference between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in statutory tax rates on deferred tax assets and liabilities is recognized into income in the period of enactment. Deferred income tax expense or benefits are based upon the changes in the net deferred tax asset or liability from period to period.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Conversely, if management determines that the Company would not be able to realize the recorded amount of deferred tax assets in the future, the Company will make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in other current liabilities on the consolidated balance sheets.

On February 21, 2025, our Board of Directors (the “Board”) authorized a reverse stock split across all classes of the Company’s outstanding common stock (the “Reverse Stock Split”). The Board's authorization was subject to the approval of the Company's stockholders, which was obtained on June 18, 2025. On January 16, 2026, the Company announced that its Board of Directors has approved the Reverse Stock Split of all classes of its common stock, including its publicly traded shares of Class A Common Stock and Class D Common Stock at a ratio of 1-for-10. The Reverse Stock Split was conducted to regain compliance with the $1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market (“Nasdaq”) with respect shares of the Company’s Class D Common Stock.

On January 16, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 Reverse Stock Split of all classes of the Company’s Common Stock (A, B, C and D), including its publicly traded Class A Common Stock and Class D Common Stock, which became effective as of 11:59 p.m. Eastern Time on January 22, 2026 (the “Effective Date”). No fractional shares were issued in connection with the Reverse Stock Split. Instead, in lieu of any fractional shares, the Company paid cash for each holder’s fractional shares in an amount equal to the closing sales price of the Company’s Class A Common Stock or Class D Common Stock, respectively, as reported on Nasdaq on the Effective Date.

Unless noted, all shares of Common Stock, including stock options, and restricted stock units, as well as all exercise prices, conversion prices and per share information in the Consolidated Financial Statements have been retroactively adjusted to reflect the Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Annual Report.

Stock-Based Compensation

The Company estimates the fair value of stock-based awards on the date of grant. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the closing price of the Company's Common Stock on the date of grant. The Company amortizes the fair value of awards expected to vest on a straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The determination of the fair value of the Company's stock option awards is based on a variety of factors, including, but not limited to, the Company's Common Stock price, risk-free rate, expected stock price volatility over the expected life of awards and dividend yield. The Company develops its expected term assumption by analyzing its employees’ past and expected exercise patterns for similar options for executive option grants; and applies the simplified method for non-executive option grants. The Company accounts for forfeitures as they occur.

Under the Company's annual incentive compensation plan, the Company may grant immediate or future vesting of restricted stock awards and stock options to certain employees. For these awards, stock-based compensation expense is recognized over the requisite service period. As noted above, all shares of Common Stock, including all shares issued for compensation, including stock options, and restricted stock units, as well as all exercise prices, have been retroactively adjusted to reflect the Reverse Stock Split.

Fair Value Measurements

The Company reports the financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurement” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. Changes in fair value measurements, if significant, may affect the Company’s performance of cash flows.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, net, employment agreement award, redeemable non-controlling interests, and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value.

Software and Web Development Costs

The Company capitalizes direct internal and external costs incurred to develop internal-use computer software during the application development stage. Internal-use software is amortized under the straight-line method using an estimated life of 3 years.

Redeemable Non-Controlling Interests

Redeemable non-controlling interests are interests held by third parties in the Company’s subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the non-controlling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

Content Assets

The Company’s Cable Television segment has entered into contracts to license entertainment programming rights and programs from distributors and producers. Contract payments are typically made in quarterly installments over the terms of the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins, and the program is available for its first airing. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming).

For programming that is predominantly monetized as part of a content group, such as the Company’s commissioned programs, capitalized costs are amortized based on an estimate of the Company’s usage and benefit from such programming. The estimates require management’s judgment and include consideration of factors such as expected revenues to be derived from the programming, the expected number of future airings, among other factors. The Company’s acquired programs’ capitalized costs are amortized based on projected usage, generally resulting in an amortization pattern that is the greater of straight-line over the contract term or projected usage. Commissioned programming, including films and television series, are amortized on a straight-line or accelerated basis based on viewership patterns, not to exceed 10 years, or if still in production,5 years from the delivery of the most recent episode, if later.

The Company utilizes judgment to determine the amortization patterns of the Company’s content assets. Key assumptions include the categorization of content based on shared characteristics and the use of a quantitative model to predict revenue. For grouping of assets with similar characteristics, which the Company defines as genre, this model considers projected viewership which is based on (i) estimated household universe; (ii) ratings; and (iii) expected number of airings across different broadcast time slots.

For content that is predominantly monetized as a group, unamortized costs are tested for impairment whenever events or changes in circumstances indicate that the fair value of the group may be less than its unamortized costs. Groups are tested for impairment by comparing the cash flows of the group to the aggregate unamortized costs of the group. If the unamortized costs exceed the projected cash flows, an impairment charge is recorded for the excess and allocated to individual titles within the group on a pro rata basis using the relative carrying value of the titles. Program rights with no future programming usefulness are substantially abandoned, resulting in the write-off of remaining unamortized cost.

The Company determined there were no impairment indicators during the years ended December 31, 2025 and 2024. Impairment and amortization of content assets are recorded in the consolidated statements of operations as programming and technical expenses. All commissioned and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within 1 year of the consolidated balance sheet date which is classified as a current asset. Tax incentives offered by state governments are measured based on production activities and are recorded as a reduction to capitalized production costs within the commissioned programming content assets.

Leases

The Company’s operating leases are for office space, studio space, broadcast towers, and transmitter facilities. The Company determines whether a contract is, or contains, a lease at inception. In determining whether a contract is or contains a lease, the Company considers all relevant facts and circumstances, including whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The determination involves judgment with respect to whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset and whether the Company has the right to direct the use of the identified asset.

Right of use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

Lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. Many of the Company’s leases provide options to extend the terms of the agreements. Generally, renewal periods are excluded when calculating the lease liabilities as the Company does not consider the exercise of such options to be reasonably certain. When exercise of a renewal option is reasonably assured, the optional terms and related payments are included within lease liability calculation. The implicit rate within the Company’s lease agreements is generally not determinable and, as such, the Company’s estimated collateralized incremental borrowing rate is used.

Certain operating lease agreements include lease payments that are adjusted periodically based on an index and a rate, such as the Consumer Price Index or a market rental rate. The Company recognizes the effect of the changes in rates and indices in the appropriate period which is accounted for as a component of straight-line lease expense.

For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU assets and lease liabilities and recognizes lease payments on a straight-line basis over the lease term. The Company has elected to combine lease and non-lease components for the purpose of calculating ROU assets and lease liabilities, to the extent that the non-lease components are fixed.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires additional disclosures including greater disaggregation of information in the reconciliation of the statutory rate to the effective rate and income taxes paid disaggregated by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024. The Company adopted the ASU on January 1, 2025 prospectively and incorporated the required disclosures in Note 14 -Income Taxes.

Recently Issued Accounting Pronouncements Not Yet Adopted

In September 2025, the FASB issued ASU No. 2025-06,“Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The standard is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. Early adoption is permitted, and the standard can be applied prospectively, retrospectively, or on a modified basis for in-process projects. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606“Revenue from Contracts with Customers”. The standard is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which focuses on the disaggregation of income statement expenses. ASU No. 2024-03 requires entities to provide more detailed disclosures about certain significant expense categories in their financial statements. The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is in the process of evaluating the impact of this new guidance on the disclosures within its consolidated financial statements.

3. NET REVENUES

Revenue Recognition

The following table shows the sources of the Company’s net revenues by contract type and segment for the years ended December 31, 2025 and 2024:

(1) Effective January 1, 2025, segment information for the prior periods has been recast in this Annual Report on Form 10-K to include reclassification of a portion of revenues from our connected television (“CTV”) offering from the Digital segment to the Cable Television segment.

Contract Assets and Liabilities

Contract assets and contract liabilities that are not separately stated in the Company’s consolidated balance sheets as of December 31, 2025 and 2024 were as follows:

Unbilled receivables consist of earned revenue that has not yet been billed. Contract assets are included in trade accounts receivable, net on the consolidated balance sheets. Customer advances and unearned income represent advance payments by customers for future services under contract that are generally fulfilled in the near term. For advertising sold based on audience guarantees, audience deficiency typically results in an obligation to deliver additional advertising units to the customer, generally within 1 year of the campaign end date. To the extent that audience guarantees are not met, a reserve for audience deficiency is recorded until such a time that the audience guarantee has been satisfied. Unearned event income represents payments by customers for upcoming events. Contract liabilities are included in other current liabilities on the consolidated balance sheets.

All customer advances and unearned income as of January 1, 2025 was recognized as revenue for the year ended December 31, 2025. For customer advances and unearned income as of January 1, 2024, approximately $3.6 million was recognized as revenue for the year ended December 31, 2024.

For the reserve for audience deficiency as of January 1, 2025, approximately $12.8 million was recognized as revenue during the year ended December 31, 2025. For the reserve for audience deficiency as of January 1, 2024, approximately $3.4 million was recognized as revenue during the year ended December 31, 2024.

4. LAUNCH ASSETS

The Cable Television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliate agreements and are amortized over the term of the respective contracts. The weighted-average amortization period for launch support and the remaining weighted-average amortization period for launch support as of December 31, 2025 and December 31, 2024 are as follows:

Launch support asset amortization for the year ended December 31, 2025 and 2024 is as follows:

The gross value and accumulated amortization of the launch assets are as follows:

Future estimated launch support amortization related to launch assets for years 2026 through 2029 is as follows:

5. EARNINGS PER SHARE

Basic and diluted earnings per share (“EPS”) attributable to common stockholders are presented in conformity with the two-class method required for participating securities: Class A, Class B, Class C, and Class D Common Stock. The rights of the holders of Class A, Class B, Class C, and Class D Common Stock are identical, except with respect to voting, conversion, and transfer rights.

The undistributed earnings or losses are allocated based on the contractual participation rights of Class A, Class B, Class C and Class D common shares as if the earnings or losses for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis, and as such, diluted and basic earnings per share is the same for each class of common stock under the two-class method.

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations:

(1) Weighted-average shares outstanding used in the computation of basic and diluted net loss to common stockholders per share have been retroactively adjusted to reflect the 1-for-10 Reverse Stock Split that occurred on January 22, 2026. See Note 15-Stockholders Equity for additional information.

For the year ended December 31, 2025, there were approximately 0.6 million potentially antidilutive securities that were not included in the computation of diluted EPS, because to do so would have been antidilutive for the periods presented. For the year ended December 31, 2024 there were approximately 0.6 million potentially antidilutive securities that were not included in the computation of diluted EPS, because to do so would have been antidilutive for the periods presented.

6. FAIR VALUE MEASUREMENTS

As of December 31, 2025 and 2024, respectively, the fair values of the Company’s financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:

(a) On April 3, 2024, the Company entered into an employment agreement (“2024 Employment Agreement”) with Alfred C. Liggins, III, President and Chief Executive Officer (“CEO”) pursuant to which he is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4.2% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in Cable Television. The Company reviews the factors underlying this award at the end of each reporting period including the valuation of Cable Television (based on the estimated enterprise fair value of Cable Television as determined by the income approach using a discounted cash flow model and the market approach using comparable public company multiples). Significant inputs to the discounted cash flow model include projected revenues assumptions, future operating profits, and discount rates. Significant inputs to the market approach include publicly held peer companies and recurring EBITDA multiples. The terms of the 2024 Employment Agreement were effective as of January 1, 2022 and continued until December 31, 2024 (the “Initial Term”). After expiration of the Initial Term, the term of the 2024 Employment Agreement extends automatically for additional one (1) year periods, unless either party provides written notice of its/his intention not to renew to the other party at least sixty (60) days before the expiration of the Initial Term or any renewal term of this Agreement, as applicable. As a part of its 2025 Refinancing ( as defined in Note 13 - Debt), the terms of the Employment Agreement were amended to limit his total cash compensation (the “Cash Compensation Limits”). The Cash Compensation Limits do not apply and are not operative for any fiscal year in which the Company’s leverage ratio (as defined in the indenture governing the Company’s First Lien Notes) as of December 31 of such fiscal year is less than 4.75:1.00. The Cash Compensation Limits also do not limit any compensation paid to Mr. Liggins in the form of common stock. Finally, the Cash Compensation Limits terminate once certain original noteholders and their respective affiliates no longer own any of the First Lien Notes.

(b) The fair value is measured using a discounted cash flow methodology. Significant inputs to the discounted cash flow model include revenue assumptions, future operating profit margins, and discount rate.

(c) The Company measures and reports its cash equivalents that are invested in money market funds and valued based on quoted market prices which approximate cost due to their short-term maturities.

There were no transfers within Level 1, 2, or 3 during the years ended December 31, 2025 and 2024. The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2025 and 2024:

Changes in the fair value of the Employment Agreement Award were recorded in the consolidated statements of operations as selling, general and administrative expenses for the years ended December 31, 2025 and 2024. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets.

For Level 3 liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows:

(a) Any significant increases or decreases in unobservable inputs could result in significantly higher or lower fair value measurements. Changes in fair value measurements, if significant, may affect the Company’s performance measures.

(b) The Company did not utilize the market approach to measure the fair value of the redeemable non-controlling interests in FY 2025.

(c) The Company utilized certain of these significant unobservable inputs as part of it's interim quantitative assessment for the Cable Television and Reach Media Segments as of December 31, 2025 and December 31, 2024. See Note 12 - Goodwill, Net And Other Intangible Assets, Net.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, net, radio broadcasting licenses, net, and other intangible assets, net, which are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. See Note 12 – Goodwill, Net And Other Intangible Assets, Net of the Company's consolidated financial statements for further discussion.

Financial Instruments

As of December 31, 2025 and December 31, 2024, the Company’s financial instruments consisted of cash and cash equivalents, restricted cash, trade accounts receivable, accounts payable, its asset-backed credit facility, and long-term debt. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2025 and December 31, 2024, except for the Company’s long-term debt, which is disclosed in Note 13 - Debt.

7. CONTENT ASSETS, NET

The gross cost and accumulated amortization of content assets is as follows:

Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. Content amortization for the years ended December 31, 2025 and 2024 is as follows:

Future estimated content amortization expense as of December 31, 2025 for content assets is as follows:

Future estimated content amortization expense is not included for in-production or in-development content assets in the table above.

Future minimum content payments required under agreements entered into as of December 31, 2025, are as follows:

8. RELATED PARTY TRANSACTIONS

Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage® (the “Fantastic Voyage®”), an annual fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The 2024 Fantastic Voyage® agreement provided Reach Media all necessary operations of the cruise, and that Reach Media was reimbursed its expenditures and received a fee based on performance. Tom Joyner is a minority interest owner of Reach Media.

Effective August 12, 2024, Reach Media and the Foundation entered into a new agreement regarding the Fantastic Voyage (the “FV Revised Agreement”). The 2025 Fantastic Voyage operated under the FV Revised Agreement, which provides distribution of net operating income in the following order until the funds are depleted: up to $0.3 million to the Foundation, up to a $2.0 million performance fee to Reach, with any remaining net operating income split between the Foundation and Reach at 10.0% and 90.0%, respectively. Regardless of the net operating income, the Foundation is guaranteed a distribution of at least $0.3 million. The Foundation’s remittances to Reach Media under the agreement are limited to its Fantastic Voyage® related cash collections. Reach Media bears the risk should the Fantastic Voyage® sustain a loss and bears all credit risk associated with the related passenger cruise package sales. The FV Revised Agreement expired in 2025 and has not been renewed.

The Foundation owed Reach Media an immaterial amount as of December 31, 2025. The Foundation owed Reach Media approximately $1.0 million as of December 31, 2024.

The Fantastic Voyage was operated in October 2025 and May 2024. For the year ended December 31, 2025, the revenues, expenses, and operating income were approximately $7.7 million, $7.3 million, and $0.4 million, respectively, compared to the year ended December 31, 2024 for which they were approximately $9.5 million, $8.2 million, and $1.3 million, respectively.

Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc., was a compensated member of the Board of Directors of Broadcast Music, Inc. (“BMI”), a performance rights organization to which the Company pays license fees in the ordinary course of business. On February 8, 2024, the sale of BMI to a shareholder group led by New Mountain Capital, LLC, was completed. Based on the Company's equity interest in BMI, the sale resulted in cash proceeds of approximately $0.8 million. Due to the sale of BMI, Alfred Liggins ceased being a member of the BMI Board of Directors on February 8 2024. The Company incurred expenses of approximately $0.8 million with BMI during the year ended December 31, 2024.

9. LEASES

The following table sets forth the components of lease expense and the weighted-average remaining lease term and the weighted-average discount rate for the Company’s leases:

The following table sets forth how the Company allocates operating lease costs on the Company's consolidated statements of operations:

As of December 31, 2025, maturities of lease liabilities were as follows:

As of December 31, 2025, the Company entered into an operating office lease and LMA that had not commenced and will have minimum lease payments of $0.7 and $1.7 million, respectively. These operating leases commenced in the first quarter of 2026 with contractual lease terms of 5 years and 2 years, respectively. In addition, the Company entered into an amendment of an office lease in the first quarter of 2026 with a minimum lease payments of $1.7 million. This operating lease will commence in the first quarter of 2026 with contractual lease term of 3 years.

10. ACQUISITIONS AND DISPOSITIONS

On September 18, 2024, the Company entered into an amended and restated time brokerage agreement (“TBA”) with La Mega Media, Inc. and Lazo Media, LLC (collectively “La Mega”). Pursuant to the TBA, on November 1, 2024, the Company began to broadcast programs produced, owned, or acquired by the Company on La Mega’s Columbus, Ohio radio station, WVKO-FM. Under the TBA, the Company pays a monthly fee as well as certain operating costs of WVKO-FM, and, in exchange, the Company retains all revenues from the sale of the advertising within the programming the Company provides. The term of the TBA is through October 31, 2027 and the Company has an option to acquire the station exercisable through December 31, 2026. The Company accounted for the LaMega transaction as an asset acquisition and allocated the transaction price of approximately $0.8 million to the assets acquired based on their relative fair values with no goodwill recognized. The Company’s allocation of the purchase price to the assets acquired consisted of approximately $0.7 million in FCC licenses and approximately $0.1 million in fixed assets. As of December 31, 2025, the Company has an outstanding obligation of approximately $0.3 million related to this acquisition.

11. PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the related estimated useful lives. Property and equipment consist of the following:

Depreciation expense for the years ended December 31, 2025 and 2024 was approximately $6.4 million and $7.5 million, respectively. Repairs and maintenance costs are expensed as incurred.

12. GOODWILL, NET AND OTHER INTANGIBLE ASSETS, NET

Impairment Assessment

The Company performs an annual impairment assessment as of October 1 of each year. The Company identified interim triggering events which led to performing interim impairment assessments during the year, including the most recent qualitative interim testing performed as of December 31, 2025.

Goodwill, Net

The Company’s total goodwill carrying value is approximately $132.4 million as of December 31, 2025. The table below presents the changes in the Company’s goodwill carrying values for its reportable segments during 2025 and 2024:

(1) Includes the allocation of goodwill relating to the reclassification of the portion of the Company's connected TV offering previously within the Digital reportable segment to our Cable Television reportable segment. See Note 18 -Segment Information for information on this segment reclassification.

As of May 31, 2025, an overall decline in revenues and operating profit margins created a triggering event indicating the fair value of each of the Company's Radio Broadcasting, Reach Media and Digital reporting units were more likely than not to be less than its carrying value. Therefore, the Company performed interim quantitative assessments atten of the reporting units containing goodwill. During the three months ended June 30, 2025, the Company recorded impairment losses of approximately $4.9 million and $3.9 million to reduce the carrying value of our Digital and Radio Broadcasting goodwill balances, respectively.

On July 1, 2025, the Company determined the components of our Radio Broadcasting operating segment represent a single reporting unit. See further information in Note 2 - Summary Of Significant Accounting Policies.

The Company performed an annual impairment assessment as of October 1, 2025 for all reporting units. Based on the impairment assessment performed, the Company recorded impairment losses of approximately $1.7 million to reduce the carrying value of our Digital goodwill balances. For the remaining reporting units no goodwill impairment losses were recognized.

As of December 31, 2025, an overall decline in revenue, forecasted revenue and operating profit margin brought on by declining industry and macro-economic conditions created a triggering event indicating the fair value of each of the Cable Television and Reach Media reporting units were more likely than not to be less than its’ carrying value. As a result, the Company performedan interim quantitative impairment assessment for the Cable Television and Reach Media reporting units to determine whether they were impaired. The Company estimated the fair value of the reporting units by utilizing a discounted cash flow model. The key assumptions used in the discounted cash flow model for goodwill include projected revenues, operating profit margins, terminal rate and discount rate. For Cable Television, the Company utilized a market value approach to supplement the discounted cash flow model. The market value approach utilized average EBITDA multiples from guideline public companies. See Note 6 - Fair Value Measurements of the Company's consolidated financial statements for key inputs in the Cable Television and Reach Media reporting units. Based on the assessment, the Company recognized impairment losses of approximately $53.1 million, and $0.5 million to reduce the carrying value of our Cable Television and Reach Media goodwill balances, respectively, for the year ended December 31, 2025.

Radio Broadcasting Licenses, Net

As of March 31, 2025 and May 31, 2025, the Company's projected market revenues and operating profit margins declined within the Radio Broadcasting segment creating a triggering event indicating that the fair value of certain of the Company’s radio broadcasting licenses were more likely than not to be less than their carrying value.

To determine the fair value of the radio broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (“the broadcasting license”). The Company performed a discounted cash flow model for broadcasting licenses across relevant radio markets. The key assumptions used in the discounted cash flow model for broadcasting licenses include market revenues, projected revenues by markets, market shares, operating profit margins, and discount rates.

The Company recognized an impairment loss of approximately $6.4 million associated with five radio markets within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the three months ended March 31, 2025.

The Company recognized an impairment loss of approximately$121.3 million associated with twelve radio markets within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the three months ended June 30, 2025.

For the years ended December 31, 2025 and 2024, the Company recorded impairment losses against radio broadcasting licenses, of approximately $127.8 million and $118.5 million, respectively, which are included within the impairment ofgoodwill and intangible assets in the consolidated statements of operations.

The Company’s licenses expire at various dates beginning October 1, 2027 through August 1, 2030. The FCC grants radio broadcast station licenses for specific periods of time and, upon application, may renew them for additional terms. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. Under the Communications Act, radio broadcast station licenses may be granted for a maximum term of 8 years. The FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted. Historically, the Company’s licenses have been renewed for a full 8-year terms without any conditions or sanctions; however, there can be no assurance that the licenses of each of the Company’s stations will be renewed for a full term without conditions or sanctions.

Below are the key assumptions used in the income approach for estimating the broadcasting licenses in the most recent interim impairments performed during the years-ended December 31, 2025 and 2024, respectively.

(*) Key assumptions presented on the table for these periods relate to certain markets that were quantitatively assessed as part of the interim impairment assessments.

(**) Annual impairment testing assumptions were consistent with the interim impairment testing.

Due to industry and macro-economic conditions along with ongoing declines in national and local radio listenership, and forecasted cash flows for the Radio Broadcasting segment, the Company reassessed the useful life for the broadcasting licenses. As a result of the reassessment, the Company concluded that the useful life should change from indefinite-lived to finite-lived intangible assets effective June 1, 2025. The Company has adopted an accelerated amortization method and will amortize the assets with a carrying value of approximately $130.0 million as of June 1, 2025 over a 9 to 18 year period This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense of approximately $9.0 million included in depreciation and amortization, on the consolidated statements of operations for the year ended December 31, 2025.

The following table presents the changes in the Company’s radio broadcasting licenses carrying value during 2025 and 2024:

(a) Measurement period adjustment primarily related to the addition from the La Mega transaction as defined in Note 10 - Acquisitions And Dispositions of the Company's consolidated financial statements.

Future estimated amortization expense related to the broadcasting licenses for the years 2026 through 2030, and thereafter, is as follows:

TV One Trade Name, Net

Due to industry and macro-economic conditions along with ongoing subscriber churn, and forecasted cash flows for the Cable Television segment, the Company reassessed the useful life for the trade name TV One (the “TV One Trade Name”). As a result of the reassessment, the Company concluded that the useful life should change from indefinite-lived to a finite-lived intangible asset effective January 1, 2025. The Company has adopted an accelerated amortization method and started to amortize this asset with a carrying value of approximately $26.6 million as of January 1, 2025 over a 20-year period. This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense of approximately $2.5 million included in depreciation and amortization, on the consolidated statement of operations for the year ended December 31, 2025.

The following table presents the changes in the Company’s trade name carrying value during the year ended December 31, 2025:

Future estimated amortization expense related to the TV One Trade Name for the years 2026 through 2030, and thereafter is as follows:

Intangible Assets Excluding Goodwill, Net and Radio Broadcasting Licenses, Net

Other intangible assets, net excluding goodwill, net and radio broadcasting licenses, net are amortized using a straight-line amortization methodover various periods. Other intangible assets consist of the following:

(1) The Company has adopted an accelerated amortization method and started to amortize this assetover its useful life.

Amortization expense of intangible assets for each of the years ended December 31, 2025 and 2024 was approximately $11.6 million and $0.2 million, respectively. The table above excludes launch asset amortization as it is recorded as a reduction to revenue. Actual amortization expenses may vary as a result of future acquisitions and dispositions.

13. DEBT

The Company's long-term debt, net consists of the following:

(1) Subsequent to the effectiveness of the supplemental indenture on December 18, 2025, these notes are no longer secured. While these notes are styled as senior secured notes they are no longer secured by collateral.

On December 18, 2025, the Company closed a private placement debt exchange with holders of the 7.375% Senior Secured Notes (the “2028 Notes”) representing more than 97% of the aggregate principal amount outstanding. Pursuant to the private placement, the Company (i) tendered for $185.0 million aggregate principal amount of 2028 Notes which the Company purchased for cancellation for $111.0 million and $1.1 million consent fee in cash, (ii) issued $60.6 million aggregate principal amount of 10.500% first lien senior secured notes due 2030 (the “2030 First Lien Notes”), and (iii) issued $291.0 million aggregate principal amount of 7.625% Second Lien Secured Notes due 2031 (the “2031 Second Lien Notes”). Following the transactions (collectively “2025 Refinancing”), $11.8 million of the 2028 Notes remained outstanding.

10.500% first lien senior secured notes due 2030 (the “2030 First Lien Notes”)

On December 18, 2025, the Company issued $60.6 million aggregate principal amount of 10.500% First Lien Senior Secured Notes due 2030 including a discount of $0.6 million. The 2030 First Lien Notes were issued pursuant to an Indenture, dated as of December 18, 2025 (the“2030 First Lien Notes Indenture”) among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 2030 First Lien Notes pay interest semiannually on April 1 and October 1 of each year in arrears.

The 2030 First Lien Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.

The 2030 First Lien Notes may be redeemed by the Company in whole or in part, at any time on and after April 1, 2028 at the redemption prices set forth in the 2030 First Lien Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Prior to April 1, 2028, the Company may redeem the 2030 First Lien Notes in whole or in part, at its option, upon not less than ten (10) nor more than sixty (60) days’ prior notice at a redemption price equal to 100% of the principal amount of such 2030 First Lien Notes, plus the relevant Applicable Premium (as defined in the 2030 First Lien Notes Indenture), and accrued and unpaid interest, if any, to, but excluding, the redemption date; provided that at any time and from time to time prior to April 1, 2028, the Company may redeem up to 10% of the principal amount of the 2030 First Lien Notes in whole or in part, at its option, upon not less than ten (10) days’ nor more than sixty (60) days’ prior notice at a redemption price equal to 105% of the principal amount of such 2030 First Lien Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time and from time to time prior to April 1, 2028, the Company may redeem the 2030 First Lien Notes with the Net Cash Proceeds (as defined in the 2030 First Lien Notes Indenture) received by the Company from any Equity Offering (as defined in the 2030 First Lien Notes Indenture) at a redemption price equal to 107.375% plus accrued and unpaid interest to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the 2030 First Lien Notes (including Additional First Lien Notes (as defined in the 2030 First Lien Notes Indenture)), subject to certain conditions.

Further, the Company may redeem all, but not less than all, of the outstanding 2030 First Lien Notes at a redemption price equal to 100% plus accrued and unpaid interest to, but excluding, the redemption date, if such redemption occurs in connection with, and subject to the consummation of, a Specified Acquisition Transaction (as defined in the 2030 First Lien Notes Indenture).

Upon a Change of Control (as defined in the 2030 First Lien Notes Indenture), the Company will be required to make an offer to purchase all of the 2030 First Lien Notes, at an offer price equal to 101% of the aggregate principal amount of 2030 First Lien Notes plus accrued and unpaid interest, if any, to but excluding the date of repurchase (a “2030 First Lien Notes Change of Control Offer”). If not less than 90% in aggregate principal amount of the 2030 First Lien Notes outstanding are purchased pursuant to a 2030 First Lien Notes Change of Control Offer by the Company or a third party, the Company or such third party will have the right, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior notice, given not more than thirty (30) days following such purchase pursuant to the 2030 First Lien Notes Change of Control Offer, to redeem all 2030 First Lien Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

The 2030 First Lien Notes and related guarantees are the Company’s and the guarantors’ respective senior secured obligations and are secured on a first-lien priority basis by the collateral (and on a second-lien priority basis by the ABL Priority Collateral (as defined in the 2030 First Lien Notes Indenture)), owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and the Intercreditor Agreements providing for the relative priorities of the respective security interests in the assets securing the 2030 First Lien Notes, the 2031 Second Lien Notes, obligations under the Current ABL Facility (as defined below) and any future junior lien debt of the Company and the guarantors, and certain other matters relating to the administration of security interests. The 2030 First Lien Notes are guaranteed by the Company and each of the guarantors. Under the terms of the 2030 First Lien Notes Indenture and subject to the Intercreditor Agreements, the 2030 First Lien Notes and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness (including the 2031 Second Lien Notes, and obligations under the Current ABL Facility (as defined below), as applicable) of the Company and each guarantor and senior in right of payment to any future subordinated indebtedness of the Company and each guarantor, if any. The 2030 First Lien Notes and the guarantees are effectively senior to any unsecured indebtedness of the Company and each guarantor and subject to the Intercreditor Agreements, to indebtedness of the Company and each guarantor secured by liens junior to the liens securing the 2030 First Lien Notes.

The 2030 First Lien Notes Indenture contains covenants that limit the Company’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.

The net proceeds from the offering of the 2030 First Lien Notes, along with cash on hand, were used to purchase $185.0 million of validly tendered 2028 Notes at a purchase price of $111.0 million and $1.1 million consent fee in cash, pay accrued and unpaid interest on the 2028 Notes accepted for exchange or purchase, as applicable, and other various fees and expenses related to the offers and the remainder, if any, for general corporate purposes.

The fair value of the 2030 First Lien Notes as of December 31, 2025, was $60.6 million. The fair value of the New First Lien Notes, classified as a Level 2 instrument, were determined based on the trading values of this instrument in an inactive market as of the reporting date.

7.625% Second Lien Secured Notes due 2031 (the “2031 Second Lien Notes”)

On December 18, 2025 Company issued $291.0 million aggregate principal amount of 7.625% Second Lien Senior Secured Notes due 2031 (the “2031 Second Lien Notes”). The 2031 Second Lien Notes were issued in an exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”) for the 2028 Notes for the 2031 Second Lien Notes and cash.

The 2031 Second Lien Notes were issued pursuant to an Indenture, dated December 18, 2025 (the “2031 Second Lien Notes Indenture”), among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 2031 Second Lien Notes pay interest semiannually on April 1 and October 1 of each year in arrears. The 2031 Second Lien Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.

At any time, the Company may redeem all or a part of the 2031 Second Lien Notes at a redemption price equal to 100.0% of the principal amount of the 2031 Second Lien Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Upon a Change of Control (as defined in the 2031 Second Lien Notes Indenture) the Company will be required to make an offer to purchase all of the 2031 Second Lien Notes, at an offer price equal to 101% of the aggregate principal amount of 2031 Second Lien Notes plus accrued and unpaid interest, if any, to but excluding the date of repurchase (a “2031 Second Lien Notes Change of Control Offer”). If not less than 90% in aggregate principal amount of the 2031 Second Lien Notes outstanding are purchased pursuant to a 2031 Second Lien Notes Change of Control Offer by the Company or a third party, the Company or such third party will have the right to redeem all 2031 Second Lien Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

The 2031 Second Lien Notes and related guarantees are the Company’s and the guarantors’ respective senior secured obligations and are secured on a second-lien priority basis by the collateral (and on a third-lien basis by the ABL Priority Collateral (as defined in the 2030 First Lien Notes Indenture)) owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and the intercreditor agreements (the “Intercreditor Agreements”) providing for the relative priorities of the respective security interests in the assets securing the 2031 Second Lien Notes, the 2030 First Lien Notes (as defined below), obligations under the Current ABL Facility (as defined below) and any future secured debt of the Company and guarantors, and certain other matters relating to the administration of security interests. The 2031 Second Lien Notes are guaranteed by the Company and each of the Company’s material subsidiaries. Under the terms of the 2031 Second Lien Notes Indenture and subject to the Intercreditor Agreements, the 2031 Second Lien Notes and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including the obligations of the Company and the guarantors under the 2030 First Lien Notes and the Current ABL Facility and rank senior in right of payment to any future subordinated indebtedness of the Company and each guarantor. The 2031 Second Lien Notes and related guarantees are effectively senior to any unsecured indebtedness of the Company and each guarantor and subject to the Intercreditor Agreements, to indebtedness of the Company and each guarantor secured by liens junior to the liens securing the 2031 Second Lien Notes.

The 2031 Second Lien Notes Indenture contains covenants that limit the Company’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.

The fair value of the 2031 Second Lien Notes as of December 31, 2025 was $160.1 million. The fair value of the 2031 Second Lien Notes, classified as a Level 2 instrument, were determined based on the trading values of this instrument in an inactive market as of the reporting date.

The Company performed an assessment of the exchange and tender offer and determined it met the criteria of a troubled debt restructuring under Accounting Standards Codification No. 470-60, Troubled Debt Restructurings by Debtors. For each series of the 2028 Notes (as defined below) exchanged, the undiscounted future cash flows associated with the 2030 First Lien Notes and 2031 Second Lien Notes were compared to the carrying value of the 2028 Notes, including unamortized debt issuance costs. As the undiscounted cash flows associated with the 2030 First Lien Notes and 2031 Second Lien Notes exceeded the carrying value of the applicable 2028 Notes exchanged, no gain was recorded.

The carrying value of the 2030 First Lien Notes and 2031 Second Lien Notes was established at the carrying value of the applicable 2028 Notes. The difference between the principal amount of the 2031 Second Lien Notes and 2030 First Lien Notes and the carrying value of the applicable 2028 Notes was recorded as a premium and is included in long-term debt, net on the Company’s consolidated balance sheets. The Company recorded a premium of approximately $69.2 million on the 2031 Second Lien Notes and 2030 First Lien Notes as the difference between the principal balance of the 2031 Second Lien Notes and 2030 First Lien Notes and the carrying value of the 2028 Notes exchanged.

The premium will result in interest expense being recognized at an effective interest rate of approximately 2.68% and 3.91% through the term of the 2030 First Lien Notes and 2031 Second Lien Notes. The difference in the contractual interest payments and interest expense will reduce the premium.

2028 Notes

On January 25, 2021, the Company closed on an offering of $825.0 million in aggregate principal amount of 7.375% Notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2028 Notes were general senior secured obligations of the Company and were guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the 2028 Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year at a rate of 7.375% per annum.

The 2028 Notes and the guarantees were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure the Company’s asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral.

During the year ended December 31, 2024 and through the nine-months ended September 30, 2025, under open authorizations by the Board of Directors, the Company repurchased its debt securities in open market purchase or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt was retired when repurchased. During the years ended December 31, 2025 and 2024, the Company paid approximately $51.9 million and $115.6 million, respectively, to repurchase approximately $96.7 million and $140.4 million of our 2028 Notes. A result of these repurchases, the Company recognized a gain on extinguishment of $44.0 million and $23.3 million for the years-ended December 31, 2025 and 2024, respectively.

On December 3, 2025, in connection with the 2025 Refinancing, the Company entered into a supplemental indenture (the “Supplemental Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee and collateral agent for the 2028 Notes which amended the provisions of their governing indenture dated January 25, 2021. The Supplemental Indenture became operative December 18, 2025, upon the consummation of an exchange offer and consent solicitation in respect of the 2028 Notes. The Supplement Indenture amended the 2028 Notes indenture to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including removing the requirement that the Company make an offer to repurchase the 2028 Notes if the Company experienced certain change of control transactions, releasing the guarantees provided by the guarantors of the 2028 Notes, and eliminating any requirement to provide guarantees in the future with respect to the 2028 Notes. After the Supplement Indenture became operative, approximately $11.8 million of the 2028 Notes remained outstanding, with approximately $0.1 million in unamortized deferred financing costs.

The deferred financing costs included in interest expense, for the years ended December 31, 2025 and 2024, were approximately $1.7 million and $1.9 million, respectively, and primarily relate to the 2028 Notes. The Company’s effective interest rate for the 2028 Notes 7.72% for 2025 and 7.85% for 2024.

At December 31, 2025, the fair value of the 2028 Notes was approximately $6.1 million. The fair values of the 2028 Notes, classified as a Level 2 instrument, were determined based on the trading values of this instrument in an inactive market as of the reporting date.

Asset-Backed Credit Facilities

On February 19, 2021, the Company closed on an asset backed credit facility (the “2021 ABL Facility”). The 2021 ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The 2021 ABL Facility provided for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The 2021 ABL Facility also provided for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity.

On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the 2021 ABL Facility. The Waiver and Amendment waived certain events of default under the 2021 ABL Facility related to the Company’s failure to timely deliver certain Annual Financial Deliverables for the fiscal year ended December 31, 2022. Additionally, under the Waiver and Amendment, the 2021 ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the 2021 ABL Facility), for a continuation of any then existing LIBOR Loan (as defined in the 2021 ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the 2021 ABL Facility) would be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended 2021 ABL Facility) (the “SOFR Interest Rate Change”).

Advances under the 2021 ABL Facility were limited to (a) eighty-five percent (85.0%) of the amount of Eligible Accounts (as defined in the 2021 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the 2021 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the 2021 ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the 2021 ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.

All obligations under the 2021 ABL Facility were secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the 2021 ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company.

The 2021 ABL Facility matures on the earlier to occur of (a) the date that is 5 years from the effective date of the 2021 ABL Facility, and (b)91 days prior to the maturity of the Company’s then outstanding 2028 Notes. The 2021 ABL Facility was subject to the terms of the Revolver Intercreditor Agreement (as defined in the 2021 ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.

At the Company’s election, the interest rate on borrowings under the 2021 ABL Facility were based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the 2021 ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, (“LIBOR Loan”) (as defined in the 2021 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.

The Company entered into an amended and restated ABL facility (the “Current ABL Facility”) as a part of the 2025 Refinancing pursuant to an Amended and Restated Credit Agreement, among the Company, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Current ABL Facility”), which amends and restates the 2021 ABL Facility in order to facilitate the issuance of new notes in connection with the 2025 Refinancing. The Current ABL Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million, with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility.

The Current ABL Facility provides that interest on Base Rate Loans accrues at a per‑annum rate equal to the applicable margin plus the Base Rate, and interest on Term SOFR Loans accrues at a per‑annum rate equal to the applicable margin plus Term SOFR for the applicable interest period. In addition, upon the occurrence and during the continuance of an event of default, overdue principal, interest, and other amounts bear interest at rates generally 2.0% per annum above the rates otherwise applicable under the Current ABL Facility.

The Current ABL Facility matures on the earlier to occur of (a) December 18, 2030, (b) the date that is ninety-one (91) days prior to the maturity or expiration date applicable to any Material Indebtedness (other than the 2028 Notes) and (c) the date on which the 2028 Notes Non-Springing Maturity Condition fails to be true.

The Current ABL Facility and related guarantees are the Company’s and the guarantors’ respective senior secured obligations are secured on a first lien priority basis by the ABL Priority Collateral and a junior lien priority basis by all other collateral, in each case, owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and an Intercreditor Agreements providing for the relative priorities of the respective security interests in the assets securing the ABL Priority Collateral, the 2030 First Lien Notes, the 2031 Second Lien Notes and any future junior lien debt of the Company and the guarantors, and certain other matters relating to the administration of security interests. The obligations under the Current ABL Facility are guaranteed by the Company and each of the guarantors. Under the terms of the Current ABL Facility and subject to Intercreditor Agreements, the obligations and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including the obligations of the Company and the guarantors under the 2030 First Lien Notes and the 2031 Second Lien Notes, and rank senior in right of payment to any future subordinated indebtedness of the Company and each guarantor. The obligations under the Current ABL Facility are effectively senior to any unsecured indebtedness of the Company and each guarantor and, subject to the Intercreditor Agreements, indebtedness of the Company and each guarantor secured by liens junior to the liens securing the obligations under the Current ABL Facility.

The Current ABL Facility contains covenants that limit the Company’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.

On December 18, 2025, the Company drew $10.0 million on the on the Current ABL Facility, which remains outstanding with a 3 month maturity as of December 31, 2025. Subsequent to the drawdown, the Company's borrowing capacity was approximately $40.3 million as of December 31, 2025. However, the Company repaid the entirety of this draw in the first quarter of 2026. As of December 31, 2024, the Company didnot have any outstanding balance on the Amended and Restated ABL Credit Agreement.

Future Minimum Principal Payments

Future scheduled minimum principal payments of long-term debt as of December 31, 2025, were as follows:

14. INCOME TAXES

The following table reconciles the U.S federal statutory rate to our effective income tax rate for the year ended December 31, 2025, as required by ASU 2023-09 (see “Recently Adopted Accounting Pronouncements” in Note 2 - Summary Of Significant Accounting Policies for more information):

(1) State and local income taxes in Georgia comprises the majority (greater than 50%) of the tax in this category.

The following table reconciles the U.S. federal statutory rate to our effective income tax rate for the years ended December 31, 2024, prior to the adoption of ASU 2023-09:

The statutory federal tax rate used for the years ended December 31, 2025 and 2024 was 21.0%. Major components of the effective tax rate for the years ended December 31, 2025 and 2024 are related to change in valuation allowance, non-deductible employment awards, limitation of officer's compensation under IRC Section 162(m), uncertain tax positions, and state income taxes.

The following table presents income taxes paid (net of refunds received) for the year ended December 31, 2025, as required by ASU 2023-09:

The components of the benefit from (provision for) income taxes from continuing operations are as follows:

Deferred Income Taxes

Deferred income taxes reflect the impact of temporary differences between the assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes. Deferred taxes are based on tax laws as currently enacted. Deferred tax assets are reduced by a valuation allowance if, based upon the weight of available evidence, it is not more likely than not that the Company will realize some portion or all of the deferred tax assets. The significant components of the Company’s deferred tax assets and liabilities are as follows:

As of December 31, 2025, the Company has federal and state Net Operating Loss (“NOL”) carryforward amounts of approximately $256.8 million and $243.3 million, respectively. Certain of the federal and state NOLs are subject to annual limitations under Internal Revenue Code Section 382. Additionally, the amount of the state NOLs may change if future apportionment factors differ from current factors. The Company continues to assess potential tax strategies, which if successful, may reduce the impact of the annual limitations and potentially recover NOLs that otherwise would expire before being applied to reduce future income tax liabilities. If successful, the Company may be able to recover additional federal and state NOLs in future periods, which could be material. If the Company concludes that it is more likely than not that the Company will be able to realize additional federal and state NOLs, the tax benefit could materially impact future quarterly and annual periods. However, if these potential tax strategies do not meet the more likely than not threshold, the Company may claim these additional NOLs as unrecognized tax benefits. The federal NOLs expire in various years from 2026 to 2035. The state NOLs expire in various years from 2026 through 2044, and certain of our state NOLs may be carried forward indefinitely.

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

The Company considered all available evidence, both positive and negative, to determine whether, based on the weight of the evidence, a valuation allowance for deferred tax assets was necessary. The Company reached the conclusion it was appropriate to record a valuation allowance against a portion of its deferred tax assets based on the available evidence. During the year ended December 31, 2025, the Company recorded $22.0 million of valuation allowances against its deferred tax assets related to non-deductible interest expense and net operating loss carryforwards.

As of December 31, 2025, the gross deferred tax assets of approximately $83.4 million were primarily the result of federal and state net operating losses and the IRC Section 163(j) interest expense carryforward. Valuation allowances of $55.8 million and $33.8 million were recorded against the Company’s gross deferred tax asset balance as of December 31, 2025 and 2024, respectively, and are primarily related to the federal and state net operating losses and the IRC Section 163(j) interest expense carryforward which are not more likely than not to be realized.

The changes in the Company’s valuation allowance are as follows:

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

As of each December 31, 2025 and 2024, there were $2.8 million and $4.1 million of unrecognized tax benefits that if recognized would affect the annual effective tax rate. It is reasonably possible that further adjustments to our unrecognized tax benefits may be made within the next twelve months due to audit settlements and regulatory interpretations of existing tax laws. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. There is no material amount of interest and penalties recognized in the statement of operations and the consolidated balance sheets for the years ended December 31, 2025 and 2024.

The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s open tax years for federal income tax examinations include the tax years ended December 31, 2022 through 2025. For state and local purposes, the open years for tax examinations include the tax years ended December 31, 2021 through 2025.

15. STOCKHOLDERS EQUITY

Common Stock

The Company hasfour classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A Common Stock entitles its holder toone vote and each share of Class B Common Stock entitles its holder toten votes. The holders of Class C and Class D Common Stock are not entitled to vote on any matter. The holders of Class A Common Stock can convert such shares into shares of Class C or Class D Common Stock. Subject to certain limitations, the holders of Class B Common Stock can convert such shares into shares of Class A Common Stock. The holders of Class C Common Stock can convert such shares into shares of Class A Common Stock. The holders of Class D Common Stock have no such conversion rights.

See Note 2 - Summary Of Significant Accounting Policiesfor information regarding the Company's Reverse Stock Split effective January 22, 2026.

Share Repurchases

From time to time, the Board of Directors has authorized, and may continue to authorize, repurchases of shares of the Company’s Class A and Class D Common Stock. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D Common Stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value.

On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant (the “Stock Grant Authorization”). During the year ended December 31, 2024, the Company repurchased 18,450 shares of Class D Common Stock for approximately $0.3 million at an average price of $14.20 per share. During the year ended December 31, 2025, the Company didnot repurchase any shares of Class A Common Stock under the Stock Grant Authorization. During the year ended December 31, 2025, the Company repurchased 9,898 shares of Class D Common Stock for approximately $0.1 million at an average price of $9.80 per share. After giving effect to the above transactions, the repurchase program has approximately $0.1 million remaining shares under the Stock Grant Authorization.

On June 10, 2024, after exhaustion of the earlier programs except the Stock Grant Authorization, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D Common Stock (collectively, the “Stock Repurchase Program”). The 2024 Stock Repurchase Program was cancelled as part of the 2025 Refinancing transaction as described in Note 13 - Debt.

The following table details our stock repurchases under the 2024 Stock Repurchase Program during the years ended December 31, 2025 and 2024.

(1) Adjusted retroactively for the Reverse Stock Split, refer to Note 2 - Summary Of Significant Accounting Policies.

In addition, the Company has limited but ongoing authority to purchase shares of Class D Common Stock (in one or more transactions at any time there remain outstanding grants) under the 2019 Equity and Performance Incentive Plan (as defined below). This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2019 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”).

During the years ended December 31, 2025 and 2024, the Company executed Stock Vest Tax Repurchases of 68,173 shares of Class D Common Stock for approximately $0.5 million at an average price of $7.20 per share and 42,597 shares of Class D Common Stock for approximately $1.4 million at an average price of $32.00 per share, respectively.

Stock Option and Restricted Stock Grant Plan

The 2019 Equity and Performance Incentive Plan is an equity performance incentive plan for stock options and restricted stock. Both Class A and Class D Common Stock are available for grant. The Company settles stock options, net of tax, upon exercise by issuing stock.

On October 1, 2024, the Company held its 2024 Annual Stockholder's meeting. At that meeting, the stockholders approved a second amendment and restatement (the “2024 Second Incentive Plan Amendment and Restatement”) of the Urban One 2019 Equity and Performance Incentive Plan (the “2019 Plan”) to (i) correct a typographical error with respect to the duration of options and (ii) increase the number of Class A and Class D shares available for issuance. The 2024 Second Incentive Plan Amendment and Restatement was approved and, as a result,75,000 shares of Class A Common Stock and 700,000 shares of Class D Common Stock were added to the 2019 Plan. The total number of shares authorized for issuance under the 2019 Incentive Plan, giving effect to its original authorization of 550,000 Class D shares, the first amendment and restatement in 2021 with its 200,000 Class A shares and 551,958 Class D shares and the 2024 Second Incentive Plan Amendment and Restatement is (i)75,000 shares of the Company's Class A Common Stock and (ii)1,801,958 shares of the Company's Class D Common Stock. Immediately after giving effect to the 2024 Second Incentive Plan Amendment and Restatement 200,000 shares of the Company's Class A Common Stock are ungranted and in reserve and (ii)700,000 shares of the Company's Class D Common Stock were ungranted and in reserve. As of December 31, 2025, the Company had 515,424 shares available to grant under the 2024 Second Incentive Plan Amendment and Restatement.

Pursuant to the terms of the Company’s stock plan and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market or repurchased by the Company for tax purposes on or about the vesting dates.

The requisite service period or vesting period for stock options and restricted stock awards is generally 1 year. Stock option grants generally expire 10 years from the grant date.

Stock-based compensation expense for the years ended December 31, 2025 and 2024 was approximately $1.9 million and $5.7 million. Tax expense from stock-based compensation for the year ended December 31, 2025 was approximately $1.8 million. Tax benefit from stock-based compensation for the year ended December 31, 2024, was approximately $0.8 million.

The per share weighted-average fair value of options for Class D shares granted during the years ended December 31, 2025 and 2024, was $5.25 and $13.30, respectively.

These fair values were derived using the Black-Scholes model with the following weighted-average assumptions:

Transactions and other information relating to stock options of Class D Common Stock for the years ended December 31, 2025 and 2024 are summarized below:

(a) Adjusted retroactively for the Reverse Stock Split, refer to Note 2 - Summary Of Significant Accounting Policies.

(b) The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the period, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on that day. This amount changes based on the fair market value of the Company’s stock.

Activity relating to grants of restricted shares of Class D Common Stock for the years ended December 31, 2025 and 2024 are summarized below:

(a) Adjusted retroactively for the Reverse Stock Split, refer to Note 2 - Summary Of Significant Accounting Policies.

(b) Granted and vested shares include the settlement of stock-based compensation liability of $0.7 million for the year-ended December 31, 2025.

The Company didnot grant any restricted shares of Class A Common Stock during the years ended December 31, 2025 and 2024. There were 75,000 shares vested andno shares were cancelled during the year ended December 31, 2025. During the year ended December 31, 2024 there wereno shares vested or were cancelled. There wereno unvested shares of restricted Class A Common Stock outstanding as of December 31, 2025. As of December 31, 2024 there were 75,000 unvested shares of restricted Class A Common Stock outstanding with a weighted-average fair value at grant date of $53.90.

Restricted stock grants for Class A and Class D shares are included in the Company’s outstanding share numbers on the effective date of grant. As of December 31, 2025, approximately $0.4 million of total unrecognized compensation cost related to awards of restricted Class D Common Stock is expected to be recognized over a weighted-average period of 11 months.

16. PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

The Company maintains a profit sharing and employee savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer allowable portions of their compensation on a pre-tax basis through contributions to the savings plan. The Company may contribute to the plan at the discretion of its Board of Directors. The Company does not match employee contributions. The Company did not make any contributions to the plan during the years ended December 31, 2025 and 2024.

17. COMMITMENTS AND CONTINGENCIES

Radio Broadcasting Licenses, Net

Each of the Company’s radio stations operates pursuant to one or more licenses issued by the FCC that have a maximum term of 8 years prior to renewal. The Company’s radio broadcasting licenses expire at various times, beginning in October 2027 through August 2030. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is filed and is pending, as is the case with respect to each of the Company’s stations with licenses that have expired.

Royalty Agreements

Musical works rights holders, songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers Authors and Publishers (“ASCAP”), Broadcast Music, Inc (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations (“PRO”), particularly ASCAP and BMI, and new entities, such as Global Music Rights Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. These licenses periodically come up for renewal, and as a result certain of the Company’s PRO licenses are currently the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, the Company’s music license fees. In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, the Company’s royalty rates and negotiation costs.

The Radio Music Licensing Committee (“RMLC”), of which the Company is a represented participant, has negotiated and entered into, on behalf of participating members, an Interim License Agreement with ASCAP effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the 5 year period commencing on January 1, 2022 and concluding on December 31, 2026. On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a 4-year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional 3-year extended term that the Company has opted into. On August 19, 2025, the RMLC announced that it had settled litigation with BMI and ASCAP concerning licensing arrangements and that the settlement has led to new license agreements for members organizations. Both agreements are retroactive to January 1, 2022, and run through December 31, 2029. Each of the new BMI and ASCAP licenses maintain the same percentage-of-revenue license fee structure of the prior licensing arrangements and continue to provide for broad coverage of over-the-air programming, as well as simulcast/website transmissions of podcasts/archived content. While the percentage rates in the new licensing arrangements are higher than the old rates, they are lower than the rates sought by each of BMI and ASCAP in the now-settled litigation. The rate increase resulted in additional expense of approximately $3.1 million for the historical periods under settlement, which is included in programming and technical expenses on the consolidated statement of operations for the year ended December 31, 2025.

On November 1, 2024, RMLC announced that it had won a ruling in its rate determination proceedings with SESAC with respect to fees paid by RMLC-represented stations. The determination sets the rates for the period January 1, 2023, through December 31, 2026, and is retroactive in its application. RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations.

Leases and Other Operating Contracts and Agreements

The Company has non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next 48 years. The Company’s leases for broadcast facilities generally provide for a base rent plus real estate taxes and certain operating expenses related to the leases. Certain of the Company’s leases contain renewal options, escalating payments over the life of the lease and rent concessions. See Note 9 - Leases for future minimum lease commitments.

The Company has other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming-related agreements, and other general operating agreements that expire over the next 6 years. The amounts the Company is obligated to pay for these agreements are shown below.

Of the total amount of other operating contracts and agreements included in the table above, approximately $118.2 million has not been recorded on the consolidated balance sheets as of December 31, 2025, as it does not meet recognition criteria. Approximately $12.2 million relates to certain commitments for content agreements for the Company’s Cable Television segment, approximately $34.7 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements.

Reach Media Redeemable Non-Controlling Interests

Beginning on January 1, 2018, the non-controlling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D Common Stock of Urban One, at the discretion of Urban One. The non-controlling interest shareholders of Reach Media exercised 50.0% of their Put Right on January 26, 2024. On March 8, 2024, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 90.0% and decreasing the interest of the non-controlling interest shareholders from 20.0% to 10.0%. Reach Media paid the non-controlling interest shareholders approximately $7.6 million for the 10.0% interest. On February 14, 2025, certain non-controlling interest shareholders of Reach Media exercised their annual Put Right for approximately $3.2 million, increasing the Company’s interest in Reach Media to approximately 94.6% and decreasing the interest of the non-controlling interest shareholders from approximately 10.0% to approximately 5.4%. On January 13, 2026, certain non-controlling interest shareholders of Reach Media exercised their annual right to require Reach Media to purchase the remaining portion of their shares at the current fair market value for such shares (the “Put Right”). On February 25, 2026, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 100%. Reach Media paid the non-controlling interest shareholders approximately $1.3 million for the 5.4% interest.

Other Contingencies

The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations.

18. SEGMENT INFORMATION

Reportable segments represent components of a company for which separate financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), which is our President and Chief Executive Officer (CEO), in determining how to allocate resources and assess performance. Ourfour reportable segments include the following:

(i) Radio Broadcasting consists of all radio broadcast results of operations as well as low powered television operations.

(ii) Reach Media consists of the results of operations for the related activities and operations of the Company’s syndicated radio shows.

(iii) Digital includes the results of the Company’s online business, including the operations of Interactive One, as well as the digital components of the Company’s other reportable segments

(iv) Cable Television includes the results of operations of TV One and CLEO TV. The Cable Television reportable segment and reporting unit are identical.

Effective January 1, 2025, the Company modified the composition oftwo of our reportable segments to reflect changes in how they operate their business. The Company transferred the connected TV offering within our Digital segment to our Cable Television segment. This change aligns the connected TV offering with the results of operations within our Cable Television segment. Prior period Cable Television and Digital segment information included in this Annual Report on Form 10-K has been reclassified to conform to the current period presentation. In addition, prior period segment information has been recast between the Sales and marketing and the General and administrative significant segment expenses across thefour segments to conform the presentation of significant segment expenses used to evaluate segment performance by the CODM.

In addition to the reportable segments above, the Company has a “corporate/eliminations/other” category that includes business activities not directly attributable to a specific reportable segment. These four segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.

In the ordinary course of business, our reportable segments enter into transactions with one another. While intercompany transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized by the segment that is counterparty to the transaction are eliminated in consolidation and do not affect consolidated results.

This segment structure reflects the financial information and reports used by the Company’s management, specifically its CODM, who is responsible for reviewing segment performance and making decisions regarding resource allocations, performance assessments, as well as our current operating focus. Asset and asset related information are not key measures used by the CODM. The CODM does not regularly receive or review information pertaining to assets by segments or in totality.

The CODM evaluates each segment’s performance based on Segment Adjusted EBITDA (defined below), guiding strategic decisions to align with company-wide goals, assessing the operating results and performance of the segments, identifying strategies to improve performance, and allocating resources to each segment. Segment Adjusted EBITDA is used to facilitate a comparison of the ordinary, ongoing and customary course of our operations on a consistent basis from period to period and provide an additional understanding of factors and trends affecting our business segments. Significant segment expenses provided to the CODM and included within Segment Adjusted EBITDA include programming and technical, sales and marketing, and general and administrative.

The Company defines Segment Adjusted EBITDA as net revenue less (1) programming and technical, (2) sales and marketing, (3) general and administrative operating expenses, plus (4) severance-related costs, (5) non-recurring litigation settlement costs, and (6) other costs (income).

Detailed segment data for the years ended December 31, 2025 and 2024 is presented in the following tables:

(1) Effective January 1, 2025, segment information for the prior periods has been recast in this Annual Report on Form 10-K to include reclassification of a portion of revenues from our connected TV offering from the Digital segment to the Cable Television segment.

(2) Effective January 1, 2025, prior period segment information has been recast between the Sales and marketing and the General and administrative in this Annual Report on Form 10-K across thefour segments to conform the presentation of significant segment expenses used to evaluate segment performance by the CODM.

(3) Non-recurring litigation settlement costs include an approximately $3.1 million charge related to the rate increase for royalties for historical periods (see Note 17 - Commitments And Contingencies).

(4) Other (income) costs include the remaining non-recurring costs (income) used to arrive at Segment Adjusted EBITDA.

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

(b) Non-recurring litigation settlement costs include an approximately $3.1 million charge related to the rate increase for royalties for historical periods (see Note 17 - Commitments And Contingencies).

(c) Debt refinancing costs include transaction costs related to the First Lien Senior Secured Notes and Second Lien Senior Secured Notes. (see Note 13 - Debt)

(a) Consolidated amount includes $0.1 million related to acquisition of property, plant and equipment that is reflected in the Acquisition of broadcasting assets amount of $0.2 million in the Consolidated Statements of Cash Flows for the year ended December 31, 2024.

19. SUBSEQUENT EVENTS

Since January 1, 2026, and through the date of this filing, the Company repurchased approximately $4.3 million of its outstanding 2028 Notes at an average price of approximately 51% of par and $7.5 million of its outstanding 2031 Second Lien Notes at an average price of approximately 42% of par. As of December 31, 2025, there was $10.0 million outstanding on the Current ABL Facility. The Company repaid the entirety of this draw in the first quarter of 2026.

See Note 2 - Summary Of Significant Accounting Policiesfor information regarding the Company's Reverse Stock Split effective January 22, 2026.

During the first quarter of 2026, certain non-controlling interest shareholders of Reach Media exercised their annual right to require Reach Media to purchase the remaining portion of their shares at the current fair market value for such shares. On February 25, 2026, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 100%. Reach Media paid the non-controlling interest shareholders approximately $1.3 million for the 5.4% interest.