ENTRAVISION COMMUNICATIONS CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,2025

OR

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-15997

(Exact name of registrant as specified in its charter)

1 Estrella Way

Burbank, California 91504

(Address of principal executive offices) (Zip Code)

(310)447-3870

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No☒

As of October 31, 2025, there were 81,623,559 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, and 9,352,729 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

GENERAL NOTE

As discussed in more detail in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 10-K”), and throughout this report, during the second quarter of 2024 we sold our Entravision Global Partners, or EGP, business. Unless the context indicates otherwise, references throughout this report to discontinued operations refer to EGP prior to its sale.

Effective July 1, 2024, we realigned our operating segments into two segments – media and advertising technology & services – consistent with our current operational and management structure. Our reportable segments are the same as our operating segments. See “Management’s Discussion and Analysis of Results of Operations” and Note 2 to Notes to Consolidated Financial Statements.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect”, “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

•

risks related to our substantial indebtedness and/or our ability to raise capital;

•

provisions of our debt instruments, including the agreement dated as of March 17, 2023 (the “2023 Closing Date”), or the Original 2023 Credit Agreement, as amended on July 15, 2025, or the Amended 2023 Credit Agreement, which governs our credit facility, as amended, or the Credit Facility, the terms of which restrict certain aspects of the operation of our business;

•

our continued compliance with all of our obligations under the Amended 2023 Credit Agreement, including compliance with financial covenants and ratios thereunder;

•

the ability to compete effectively in the television and radio broadcast industries;

•

cancellations or reductions of advertising due to the then-current economic environment or otherwise;

•

the choices certain of our individual advertisers or advertisers by industry make in placing advertisements due to economic considerations, including economic, fiscal, monetary, trade or other national policies or considerations in the United States or the countries where our advertisers are located;

•

changes in advertising rates due to the then-current economic environment or otherwise;

•

the impact of rigorous competition in Spanish-language media and in the advertising industry generally;

•

the impact of changing preferences among U.S. Latino audiences for Spanish-language programming, especially among younger age groups;

•

the success of our emphasis on local news, including, but not limited to, the impact such effort may have in generating advertising revenue;

•

the success of our sales and marketing efforts in attracting and maintaining advertisers;

•

the impact of changing preferences, if any, among audiences favoring newer forms of media, including digital and other forms of such media, over traditional media, including television and radio;

•

maintaining our relationship, including our network affiliation agreement, with TelevisaUnivision, Inc., or TelevisaUnivision;

•

the extent to which we continue to generate revenue under retransmission consent agreements and spectrum usage rights;

•

the adverse impact to our retransmission consent revenue as a result of the dispute between TelevisaUnivision and Alphabet, Inc., which has dropped the Univision- and UniMás-affiliated television stations from its main “bundle” on YouTube TV;

•

the ability to keep up with rapid technological and other changes, and compete effectively, in new forms of media, including digital media;

•

the ability to keep up with rapid technological and other changes in advertising technology, including programmatic platforms;

•

the impact of existing and possible additional legislative and/or regulatory action, as well as evolving industry standards applying to our business, including but not limited to data use, data privacy and related matters;

•

the ability to hire and retain qualified personnel;

•

the risk of impairment of our assets; and/or

•

legal, political and other risks associated with our operations located outside the United States.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the section entitled “Risk Factors,” beginning on page 12 of our 2024 10-K.