Mediaco Holding Inc.
For the period ended Aug 7, 2026. Filed Jun 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 7, 2026 · Filed Jun 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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MediaCo Holding Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
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MEDIACO HOLDING INC.48 W. 25th Street, Floor 3 New York, New York 10010
June 26, 2026
Dear Shareholder:
The directors and officers of MediaCo Holding Inc. join me in inviting you to attend the virtual annual meeting of our shareholders on Friday, August 7, 2026, at 10:00 a.m. Eastern time, via virtual conference using www.virtualshareholdermeeting.com/MDIA2026. As in recent years, in order to maximize efficiency, we have decided to hold the meeting solely by means of remote communication (i.e., a virtual-only meeting).
The formal notice of this annual meeting and the proxy statement appear on the following pages and are accompanied by a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2025. After reading the proxy statement and other materials, please submit your proxy promptly by telephone or via the Internet in accordance with the instructions on the enclosed proxy card, or by marking, signing and returning a physical proxy card by mail, to ensure that your votes on the business matters of the meeting will be recorded.
We hope that you will dial in to attend this meeting. Whether or not you attend, we urge you to submit your proxy promptly. In light of the meeting being held virtually, we strongly recommend that you vote your shares in advance of the annual meeting even if you plan to attend. Instructions on how to vote or change your vote are found in the sections entitled “Questions and Answers About this Annual Meeting-How do I vote my shares before the annual meeting?” and “Questions and Answers About this Annual Meeting-How can I change my vote?”
We look forward to talking to you on Friday, August 7, 2026.
Sincerely,
/s/ Albert Rodriguez
Albert Rodriguez
Chief Executive Officer and President
This proxy statement is dated June 26, 2026, and we mailed to our shareholders of record as of June 16, 2026 (other than those who previously requested electronic or paper delivery of our proxy materials) a notice of internet availability of proxy materials on or about that date.
MEDIACO HOLDING INC.48 W. 25th Street, Floor 3 New York, New York 10010
Notice of Annual
Meeting of Shareholders
| Time and Date: Friday, August 7, 2026, at 10:00 a.m. Eastern time | Location: via virtual conference using www.virtualshareholdermeeting.com/MDIA2026. | Record Date: Only shareholders of record at the close of business on June 16, 2026, are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting. |
The annual meeting of the shareholders of MediaCo Holding Inc. will be held on Friday, August 7, 2026, at 10:00 a.m. Eastern time, via virtual conference using www.virtualshareholdermeeting.com/MDIA2026. As in recent years, in order to maximize efficiency, we have decided to hold the meeting solely by means of remote communication (i.e., a virtual-only meeting).
Holders of Common Shares of MediaCo will be asked to consider and vote on the following matters:
| 1 | Election of three directors to our board of directors for terms of three years; |
| 2 | Approval of an amendment to the 2025 Equity Compensation Plan to increase the number of shares available for issuance thereunder; |
| 3 | An advisory vote to approve the compensation of our named executive officers; |
| 4 | Ratification of the selection of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2026; and |
| 5 | Transaction of any other business that may properly come before the meeting and any adjournments or postponements. |
We describe each of these proposals in more detail in the accompanying proxy statement, which you should read in its entirety before voting.
Only shareholders of record at the close of business on June 16, 2026, are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting.
By order of the Board of Directors,
/s/ Michelle Lee
Michelle Lee
Secretary
New York, New York
June 26, 2026
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on August 7, 2026.The proxy statement and annual report are available, free of charge, at www.proxyvote.com.Also available on the website are the MediaCo proxy card, as well as additional voting information.
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