SAGA COMMUNICATIONS INC

Except as described below, there have been no material changes to the risk factors previously disclosed in response to Part 1, “Item 1A. Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2025.

Our Debt Covenants Restrict our Financial and Operational Flexibility

Our credit agreement contains a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances. Our ability to meet these financial ratios can be affected by operating performance or other events beyond our control, and we cannot assure you that we will meet those ratios.

As of March 31, 2026, the Company was not in compliance with the minimum fixed charge coverage ratio covenant under its Credit Agreement. On May 7, 2026, the Company obtained a waiver from its lenders for this covenant violation (the “Waiver”). The Waiver applies solely to the noncompliance as of March 31, 2026 and does not modify the covenant requirements for future periods unless otherwise amended. We are currently in discussions with the Lenders regarding a potential amendment to the Credit Agreement to, among other things, modify the fixed charge coverage ratio covenant calculation going forward. However, there can be no assurance that we will be able to negotiate such an amendment. If we are unable to obtain an amendment or otherwise comply with our financial covenants in future periods, the Lenders would have the right to declare all outstanding borrowings under the Credit Agreement immediately due and payable. A failure to obtain an amendment or maintain compliance could result in the lenders exercising remedies under credit facility, which could adversely affect our ability to use the credit facility for future acquisitions or other capital initiatives.

Our Success Depends on Our Ability to Scale Digital Revenue Using Historical Relationships with Our Radio Advertisers and Creating New Relationships with Digital Advertisers

Part of our strategy is to continue to broaden our existing revenue verticals related to our core radio advertisers to include digital advertising services that will complement our existing radio platform. This transition will require retaining and hiring individuals that we can train and develop to perform all the leadership, sales, accounting, technical and implementation activities required to be successful in this expansion of advertising services.

We believe we have achieved initial success in developing and deploying digital advertising services. Our continued success relies on expanding our digital advertising transformation quickly and effectively, in accordance with the rate of decline of traditional radio advertising demand. Despite initial success, we face significant risks in adapting digital products, attracting and training talent, and scaling digital revenue. Intense competition from digital-native platforms and changes in consumer behavior may hinder our progress. Failure to continue this transformation effectively, efficiently, and timely could lead to increased costs, a reduction in revenue, and adverse effects on our financial condition and competitive position.