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Except as described herein, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of the 2025 Form 10-K. For more information, see Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements" and "Note 11, Commitments and Contingencies."
Nielsen Litigation
On October 16, 2025, Cumulus Media New Holdings Inc. filed a complaint against The Nielsen Company (US) LLC (“Nielsen”) in the United States District Court for the Southern District of New York (the “District Court”) (Civil Action No. 1:25-cv-08581) asserting claims for illegal monopolization under federal and state antitrust laws (the “Complaint”). The Complaint alleges, among other things, that Nielsen has engaged in anticompetitive conduct by conditioning access to its national radio ratings data on the mandatory purchase of local market ratings data in every market where we own stations (the “Tying Policy”). The Complaint seeks monetary relief in the form of treble damages, injunctive relief prohibiting Nielsen from continued antitrust violations, and declaratory relief in the form of a declaration that Nielsen’s Tying Policy is unlawful and anticompetitive.
On December 30, 2025, the District Court granted the Company’s motion for preliminary injunction and enjoined Nielsen from, among other things, enforcing its Tying Policy during the pendency of the case (the “Preliminary Injunction Ruling”). Nielsen appealed the District Court’s Preliminary Injunction Ruling on January 14, 2026, to the United States Court of Appeals for the Second Circuit (the “Second Circuit”), and, on January 16, 2026, the Second Circuit administratively stayed the District Court’s Preliminary Injunction Ruling pending the appeal.
On February 2, 2026, Nielsen answered the Complaint and asserted three counterclaims against the Company, alleging, among other things, that (i) the Company breached its services agreement with Nielsen (the “Services Agreement”) by providing Nielsen’s ratings to an unauthorized third party, (ii) the Company engaged in and facilitated unfair competition by providing Nielsen’s ratings to a competitor, and (iii) an actual and justiciable controversy exists between the parties regarding whether the Company breached the Services Agreement (collectively, the “Counterclaims”). Nielsen’s Counterclaims seek monetary relief in the form of actual damages (including direct, indirect, and consequential damages, plus applicable interest), declaratory relief in the form of a declaration that the Company breached the Services Agreement, and injunctive relief prohibiting the Company from sharing Nielsen data with unauthorized parties.
On March 11, 2026, in light of the filing of the Chapter 11 Cases, the District Court stayed the Company's claims against Nielsen until further order of the District Court, and stayed Nielsen’s Counterclaims until the earlier of (i) the termination of the automatic stay in bankruptcy, or (ii) entry of an order by the Bankruptcy Court lifting the stay of Nielsen’s counterclaims.
On July 13, 2026, the Second Circuit (Appeal No. 26-88) affirmed the District Court’s Preliminary Injunction Ruling. The case has been remanded to the District Court for further proceedings.