URBAN ONE, INC.

Current report

If Nasdaq’s proposed $5 million minimum Market Value of Listed Securities continued listing requirement becomes effective, or if we fail to maintain compliance with other exchange listing standards, our Class A Common Stock may be delisted, which would materially and adversely affect its liquidity, market price, and our access to capital.

Current report

Our Class A Common Stock (UONE) and Class D Common Stock (UONEK) are each separately listed on The Nasdaq Stock Market LLC (“Nasdaq”). Under Nasdaq Listing Rules, where an issuer maintains multiple distinct classes of listed securities, each class must independently satisfy all applicable continued listing requirements. On July 22, 2026, the Securities and Exchange Commission (SEC) approved a new Nasdaq continued listing rule requiring all listed issuers to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5.0 million for each listed class, calculated as the consolidated closing bid price multiplied by the total listed securities outstanding of that class. Unlike other Nasdaq continued listing standards, the new $5.0 million MVLS standard carries no compliance or cure period. If a listed class remains below $5.0 million MVLS for 30 consecutive business days, Nasdaq will immediately issue a Staff Delisting Determination, resulting in the immediate suspension of trading without an automatic stay upon appeal.

Current report

Although implementation of this rule was automatically stayed on July 29, 2026, pursuant to SEC Rule of Practice 431(e) pending full Commission review, there can be no assurance that the SEC will modify or reverse the approval order, or that the rule will not become effective in its current form. Because our Class A Common Stock has a smaller publicly traded float and lower total share count than our Class D Common Stock, its MVLS has historically fluctuated near or below the $5.0 million threshold. If the proposed rule becomes enforceable upon the lifting or resolution of the SEC stay, and the market price or share count of our Class A Common Stock does not sustain an MVLS above $5.0 million:

Current report

•No Cure Window: We will not be granted a 180-day cure period to regain compliance, and trading in our Class A Common Stock will be immediately suspended by Nasdaq.

Current report

•Limited Appeal Standards: The Nasdaq Hearings Panel’s discretion to grant an exception upon appeal is strictly limited to instances of factual calculation errors or our ability to demonstrate compliance with all initial (rather than continued) listing standards across our equity tiers.

Current report

•Remedial Structural Actions: To maintain or restore compliance, we may be required to pursue corporate restructurings, such as reclassifying or consolidating our stock classes, converting unlisted shares held by insiders into listed Class A shares, or executing equity issuances. Such actions may require charter amendments, board or shareholder approvals, or cause dilution or market volatility.

Current report

If our Class A Common Stock is delisted from Nasdaq, trading would likely be conducted on an over-the-counter (“OTC”) market. OTC trading generally involves significantly reduced liquidity, wider bid-ask spreads, decreased institutional investor coverage, and heightened price volatility.