URBAN ONE, INC.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Urban One, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Urban One, Inc. and its subsidiaries (the "Company") as of December 31, 2025, and the related consolidated statements of operations, of comprehensive loss, of changes in stockholders’ equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Interim Impairment Assessment of Certain Radio Broadcasting Licenses

As described in Notes 2 and 12 to the consolidated financial statements, the Company’s radio broadcasting licenses, net balance was $121.0 million as of December 31, 2025, of which a majority relates to radio broadcasting licenses in twelve of the thirteen radio markets in the Radio Broadcasting segment (the “certain radio broadcasting licenses”). Historically, when the radio broadcasting licenses were considered indefinite-lived intangible assets, they were tested annually for impairment at the 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. As of 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, management performed a discounted cash flow analysis using a discounted cash flow model across relevant radio markets. The assumptions used by management in the discounted cash flow model include market revenues, projected revenues by markets, market shares, operating profit margins, and discount rates. The Company recognized an impairment loss of approximately $121.3 million associated with twelve radio markets within the Radio Broadcasting segment during the three months ended June 30, 2025.

The principal considerations for our determination that performing procedures relating to the interim impairment assessment of certain radio broadcasting licenses is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain radio broadcasting licenses; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to market revenues, projected revenues by markets, market shares, operating profit margins, and discount rates, as relevant to the certain radio broadcasting license; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. As disclosed by management, material weaknesses existed that impacted this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing management’s process for developing the fair value estimate of certain radio broadcasting licenses; (ii) evaluating the appropriateness of the discounted cash flow models used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow models; and (iv) evaluating the reasonableness of the significant assumptions used by management related to market revenues, projected revenues by markets, market shares, operating profit margins, and discount rates, as relevant to the certain radio broadcasting license. Evaluating management’s assumptions related to market revenues, projected revenues by markets, market shares, and operating profit margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the business supported by the certain radio broadcasting license; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow models and (ii) the reasonableness of the discount rate assumption as relevant to the certain radio broadcasting license.

Interim Goodwill Impairment Assessment - Cable Television Reporting Unit

As described in Notes 2, 12, and 18 to the consolidated financial statements, the Company’s goodwill, net balance was $132.4 million as of December 31, 2025, and the goodwill associated with the Cable Television segment, which is identical to the Cable Television reporting unit, was $92.4 million. Goodwill 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. As of December 31, 2025, an overall decline in the Company’s revenue, forecasted revenue, and operating profit margin created a triggering event indicating the fair value of the Cable Television reporting unit was more likely than not to be less than its carrying value. As a result, management performed an interim quantitative impairment assessment for the Cable Television reporting unit. Management estimated the fair value of the reporting unit by utilizing a discounted cash flow model, and the assumptions used include projected revenues, operating profit margins, terminal rate, and discount rate. Management also utilized a market value approach to supplement the discounted cash flow model and utilized average EBITDA multiples from guideline public companies. Based on the assessment, the Company recognized an impairment loss of approximately $53.1 million for the Cable Television goodwill balance.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Cable Television reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Cable Television reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues and discount rate used in the discounted cash flow model and EBITDA multiples used in the market approach; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. As disclosed by management, material weaknesses existed that impacted this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing management’s process for developing the fair value estimate of the Cable Television reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model and market approach used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model and market approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenues and discount rate used in the discounted cash flow model and EBITDA multiples used in the market approach. Evaluating management’s assumptions related to projected revenues involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the Cable Television reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and market approach and (ii) the reasonableness of the discount rate and EBITDA multiples assumptions.

/s/PricewaterhouseCoopers LLP

Washington, District Of Columbia

March 20, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Urban One, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Urban One, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2023 to 2024.

Tysons, Virginia

March 27, 2025, except for the effects of the reverse stock split disclosed in Note 2 and the effects of the reportable segment changes disclosed in Note 18, as to which the date is March 20, 2026.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(1)All classes of Common Stock 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.