URBAN ONE, INC.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Three Months Ended March 31, 2026 Compared to the three months ended March 31, 2025

Previous wording

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

Current wording

During the three months ended March 31, 2026, we recognized approximately $77.7 million in net revenue compared to approximately $92.2 million during the three months ended March 31, 2025. These amounts are net of agency and outside sales representative commissions. We recognized approximately $30.5 million of revenue from our Radio Broadcasting segment during the three months ended March 31, 2026, compared to approximately $32.6 million during the three months ended March 31, 2025, a decrease of approximately$2.1 million. This decrease was primarily driven by weaker overall market demand from the national and local advertisers. We recognized approximately$4.9 million of revenue from our Reach Media segment during the three months ended March 31, 2026, compared to approximately $5.9 million for the three months ended March 31, 2025, a decrease of approximately $1.0 million. This decrease was primarily driven by a decrease in national sales. We recognized approximately$6.8 million ofrevenue from our Digital segment during the three months ended March 31, 2026, compared to approximately $10.2 million for the three months ended March 31, 2025, a decrease of approximately $3.4 million. This decrease was primarily driven by the decrease in direct revenue streams, reflecting reduced advertising spend from diversity, equity and inclusion-focused campaigns. We recognized approximately$36.0 million of revenue from our Cable Television segment during the three months ended March 31, 2026, compared to approximately $44.2 million for the three months ended March 31, 2025, a decrease of approximately $8.2 million. This decrease was primarily driven by the churn of subscribers and lower advertising sales.

Previous wording

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

Current wording

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $30.0 million for the three months ended March 31, 2026, compared to approximately $30.6 million for the three months ended March 31, 2025, respectively. The$0.6 million decrease is primarily due to lower programming and lower residual expense in our Cable Television Segment.

Previous wording

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

Current wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $43.5 million for the three months ended March 31, 2026, compared to approximately $50.1 million for the three months ended March 31, 2025, adecrease of approximately $6.6 million. Expenses in our Digital segment decreased by approximately $2.0 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to a decrease in traffic acquisition costs due to lower revenue. Expenses in our Cable segment decreased by approximately $2.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to the timing of media campaigns and lower media monitoring expenses. Expenses in our Radio Broadcasting segment decreased approximately $1.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to lower revenue, lower headcount costs, lower facility and rental costs, lower national rep fees and lower bank charges. Expenses in our Reach Media segment increased approximately $1.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to lower bad debt reserve, lower bank charges, and lower revenue. Expenses in corporate decreased approximately $0.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to lower professional service and payroll related costs.

Previous wording

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

Current wording

Depreciation and amortization expense was approximately $6.2 million for the three months ended March 31, 2026, compared to approximately $2.3 million for the three months ended March 31, 2025, an increase of approximately $3.9 million. This increase is primarily driven by the Radio Broadcasting licenses amortization, which the Company started to amortize in the second quarter of 2025.

Previous wording

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

Current wording

Impairment of intangible assets was approximately $6.4 million during the three months ended March 31, 2025. There was no impairment during the three months ended March 31, 2026.

Previous wording

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

Current wording

Interest expense was approximately $4.4 million for the three months ended March 31, 2026, compared to approximately $10.9 million for the three months ended March 31, 2025, a decrease of approximately $6.5 million. This decrease was due to lower overall debt balances outstanding as well as lower effective interest rates. See Note 9 - Debt of the Company’s unaudited condensed consolidated financial statements for further discussion.

Previous wording

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

Current wording

There was an approximately $2.1 million gain on retirement of debt for the three months ended March 31, 2026, compared to approximately $11.6 million for the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company repurchased approximately $4.3 million of its 2028 Notes at an average price of approximately 51.0% of par, resulting in a net gain on retirement of debt of approximately $2.1 million. During the three months March 31, 2025, the Company repurchased approximately $28.2 million of its 2028 Notes at an average price of approximately 58.0% of par, resulting in a net gain on retirement of debt of approximately $11.6 million.

Previous wording

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

Current wording

For the three months ended March 31, 2026, we recorded a benefit from income taxes of approximately $1.4 million resulting in an effective tax rate of 31.7%. For thethree months ended March 31, 2025, we recorded a provision for income taxes of approximately$15.7 million resulting in an effective tax rate of 399.5%, which includes$14.6 million of discrete tax expense related to valuation allowance for net operating losses, and$0.2 million of discrete tax expense related to stock-based compensation.

Previous wording

(b)Broadcast and digital operating income: The broadcasting industry commonly refers to “station operating income” which consists of net loss before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income.” Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead, and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.

Current wording

(b)Broadcast and digital operating income: The radio broadcasting industry commonly refers to “station operating income” which consists of net loss before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income.” Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.

Previous wording

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

Current wording

Broadcast and digital operating income decreased to approximately $14.9 million for the three months ended March 31, 2026, compared to approximately $23.0 million for the three months ended March 31, 2025, a decrease of approximately $8.2 million or 35.4%. This decrease was primarily due to lower broadcast and digital operating income at all segments. Our Digital segment generated approximately $1.4 million of broadcast and digital operating loss during the three months ended March 31, 2026, compared to approximately $0.1 million of broadcast and digital operating income during the three months ended March 31, 2025, primarily due to lower revenues. Reach Media generated approximately $0.6 million of broadcast and digital operating loss during the three months ended March 31, 2026, compared to approximately $0.7 million during the three months ended March 31, 2025, primarily due to lower expenses. Our Radio Broadcasting segment generated approximately $1.8 million of broadcast and digital operating income during the three months ended March 31, 2026, compared to approximately $2.7 million during the three months ended March 31, 2025, primarily due to lower revenues offset by lower expenses. Finally, Cable Television generated approximately $12.9 million of broadcast and digital operating income during the three months ended March 31, 2026, compared to approximately $18.6 million during the three months ended March 31, 2025. The decrease in the Cable Television segment’s broadcast and digital operating income was primarily due to lower revenues offset by lower expenses.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $28.0 million as of March 31, 2026. As of March 31, 2026, there were $10.0 million borrowings outstanding on the Current ABL Facility (as defined below) which has $75.0 millionin overall capacity. After giving effect to the outstanding $10.0 million drawdown and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $31.8 million as of March 31, 2026.

Previous wording

From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.

Current wording

From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law. All repurchase amounts reflected in this quarterly report (both the number of shares repurchased and repurchase prices) are reflective of the reverse stock split effective January 22, 2026.

Previous wording

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

Current wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $0.5 million (the “Employee Stock Repurchase Authorization”) worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the three months ended March 31, 2025, the Company repurchased 9,897 shares of Class D stock under the authorization at an average price of $9.80. During the three months ended March 31, 2026, there was no repurchase activity. The Company has approximately $0.1 million remaining under the Employee Stock Repurchase Authorization.

Previous wording

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

Current wording

During the three months ended March 31, 2025, the Company repurchased 44,952 shares of Class A Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $0.7 million at an average price of $14.80 per share. During the three months ended March 31, 2025, the Company repurchased 20,464 shares of Class D Common Stock in the amount of approximately $0.2 million at an average price of $8.20 per share.

Previous wording

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. 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”).

Current wording

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”).

Previous wording

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

Current wording

During the three months ended March 31, 2026, the Company executed Stock Vest Tax Repurchases of 2,187 shares of Class D Common Stock at a price of $5.73 per share. During the three months ended March 31, 2025, the Company executed Stock Vest Tax Repurchases of 12,596 shares of Class D Common Stockat a price of $9.80 per share.

Previous wording

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

Current wording

The following table provides a summary of our statements of cash flows for the three months ended March 31, 2026, and 2025, respectively:

Previous wording

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

Current wording

Net cash flows provided by operating activities were approximately $22.1 million and $2.1 million for the three months ended March 31, 2026, and 2025, respectively. Net cash flow from operating activities for the three months ended March 31, 2026 increased primarily due to the timing of contractual interest payments due to the 2025 refinancing.

Previous wording

Net cash flows used in investing activities were approximately $7.3 million and $1.7 million for the nine months ended September 30, 2025, and 2024, respectively. Net cash flows used in investing activities increased from the prior year primarily due to the cash receipts on disposition of station for approximately $3.8 million in the prior year. Additionally, we had capital expenditures of approximately $6.9 million and $5.7 million for the nine months ended September 30, 2025, and 2024, respectively.

Current wording

Net cash flows (used in) provided by investing activities were approximately $3.4 million and $2.5 million for the three months ended March 31, 2026, and 2025, respectively. Net cash flows used in investing activities increased from the prior year primarily due to higher capital expenditures.

Previous wording

Our significant accounting policies are described in Note 2 –Summary of Significant Accounting Policies of the consolidated financial statements in our 2024 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K other than the change in useful lives of the TV One Trade Name and radio broadcasting licenses and the determination of reporting units within the Radio Broadcasting business. See further information in Note 2 - Summary of Significant Accounting Policies.

Current wording

Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies of the consolidated financial statements in our 2025 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K.

Previous wording

Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2024, under the heading Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K, other than the change in useful lives of the TV One Trade Name and radio broadcasting licenses (see further discussion below). Additionally, on July 1, 2025, we determined the components of our Radio Broadcasting operating segment represent a single reporting unit.

Current wording

Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2025, under the heading Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K.

Previous wording

Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of eight 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 was filed and is pending.

Current wording

Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission 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 was filed and is pending.

Previous wording

As of September 30, 2025, we had approximately$487.8 million of our 2028 Notes outstanding within our corporate structure. See Note 9 -Long-Term Debt of our unaudited condensed consolidated financial statements. The Company had no other indebtedness.

Current wording

As of March 31, 2026, we had approximately $258.6 million of our 2031 Second Lien Notes, $60.6 million of our 2030 First Lien Notes and $7.5 million of our 2028 Notes outstanding within our corporate structure. See Note 9 - Debt of our consolidated financial statements. In addition, 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. The ABL Credit Facility provides for, among other things, commitments in the aggregate principal amount of up to $75 million (subject to determination with reference to the “Borrowing Base”, as defined in the Current ABL Credit Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million. As of March 31, 2026, there were $10.0 million borrowings outstanding on the Current ABL Facility. See Note 9 -Debt of our unaudited condensed consolidated financial statements. After giving effect to the outstanding $10.0 million drawdown and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $31.8 million as of March 31, 2026.

Previous wording

The Radio Music Licensing Committee (“RMLC”), of which we are 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 five 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 four-year license to which the Company is a party for the period April 1, 2022, to March 31, 2026. The license includes an optional three-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 unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2025, respectively.

Current wording

As a participating member of the Radio Music Licensing Committee (“RMLC”), the Company is a party to a settlement reached with GMR on February 7, 2022. This agreement established a 4-year license running from April 1, 2022 to March 31, 2026. The license includes an optional 3-year extended term that the Company has opted into with the agreement now running through March 31, 2029. 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.

Previous wording

We have 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 four years.

Current wording

We have 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.

Previous wording

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 the Company, at the discretion of the Company. The non-controlling interest shareholders of Reach Media exercised 50.0% of their Put Right on January 29, 2024 for $7.6 million. 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%.

Current wording

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. 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, the last of the 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 100.0%. Reach Media paid the last of the non-controlling interest shareholders approximately $1.3 million for the 5.4% interest.

Previous wording

(a )Includes interest obligations based on interest rates on senior secured notes outstanding as of September 30, 2025.

Current wording

(1) Includes interest obligations based on contractual interest rates on senior secured notes outstanding as of March 31, 2026. Interest is payable semi-annually in arrears on April 1 and October 1 of each year.

Previous wording

(b)Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, launch liability payments, asset-backed credit facility (if applicable) and other general operating agreements. Also includes contracts that our Cable Television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. These contracts relate to their content assets as well as prepaid programming related agreements.

Current wording

(3) Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, launch liability payments, and other general operating agreements. Also includes contracts that our Cable Television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. These contracts relate to their content assets as well as prepaid programming related agreements.

Previous wording

Of the total amount of other operating contracts and agreements included in the table above, approximately$49.4 million has not been recorded on the unaudited condensed consolidated balance sheet as of September 30, 2025, as it does not meet recognition criteria. Approximately$14.5 million relates to certain commitments for content agreements for our Cable Television segment, approximately$15.2 million relates to employment agreements, and the remainder relates to other agreements.

Current wording

Of the total amount of other operating contracts and agreements included in the table above, approximately$112.8 million has not been recorded on the unaudited condensed consolidated balance sheet as of March 31, 2026, as it does notmeet recognition criteria. Approximately$9.4 million relates to certain commitments for content agreements for our Cable Television segment, approximately$33.3 million relates to employment agreements, and the remainder relates to other agreements.