Urban One, Inc.
A media company running one of the nation's largest networks of radio stations plus television channels including TV One and CLEO TV, all aimed at Black American audiences. Cathy Hughes founded it in 1980 by buying Washington, D.C.'s WOL-AM after 32 banks rejected her loan application. Earlier, she had invented the "Quiet Storm" radio format, named after the Smokey Robinson song, which spread to stations across the country.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Introduction Revenue Within our core radio business, the Company primarily derives revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our r…
Introduction Revenue Within our core radio business, the Company primarily derives revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours. In the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. In order to maximize cash revenue for our spot inventory, the Company closely manages the use of trade and barter agreements. Net revenue consists of gross revenue, net of local and national agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing. The following table shows the percentage of unaudited condensed consolidated net revenue generated by each reporting segment. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Radio Broadcasting segment 41.1% 40.0% 40.3% 37.7% Reach Media segment 5.5% 5.8% 5.9% 6.1% Digital segment 11.0% 11.2% 9.9% 11.1% Cable Television segment 43.3% 43.7% 44.8% 45.8% All other - corporate/eliminations (0.9) % (0.7) % (0.9) % (0.7) % The following table shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Percentage of core radio business generated from local advertising 61.2% 65.0% 62.3% 65.5% Percentage of core radio business generated from national advertising, including network advertising 29.8% 28.4% 30.2% 29.0% Percentage of core radio business generated from other revenue 9.0% 6.6% 7.5% 5.5% 34 Table of Contents The following table shows the sources of our net revenue for the three months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 2025 $ Change % Change (In thousands) Net revenue: Radio advertising $ 34,732 $ 38,627 $ (3,895) (10.1)% Political advertising 1,243 254 989 *NM Digital advertising 9,386 10,241 (855) (8.3) Cable Television advertising 20,773 22,977 (2,204) (9.6) Cable Television affiliate fees 16,286 17,061 (775) (4.5) Event revenues & other 3,337 2,471 866 35.0 Net revenue $ 85,757 $ 91,631 $ (5,874) (6.4) % *NM - Not meaningful Six Months Ended June 30, 2026 2025 $ Change % Change (In thousands) Net revenue: Radio advertising $ 66,856 $ 74,844 $ (7,988) (10.7) % Political advertising 2,143 404 1,739 *NM Digital advertising 16,170 20,452 (4,282) (20.9) Cable Television advertising 39,868 48,402 (8,534) (17.6) Cable Television affiliate fees 33,163 35,778 (2,615) (7.3) Event revenues & other 5,208 3,986 1,222 30.7 Net revenue $ 163,408 $ 183,866 $ (20,458) (11.1) % *NM - Not meaningful Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show and the DL Hughley Show. Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website, in addition to providing various other event-related activities. Within our Digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. The segment also includes the digital components of the Company’s other reportable segments. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer. Our Cable Television segment generates the Company’s cable television revenue and derives its revenue principally from advertising and affiliate revenue. Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run. Our Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts. 35 Table of Contents Expenses Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization. The Company strives to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources, and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider (“ISP”) hosting services and other internet content delivery expenses. Major expenses for our Cable Television segment include content acquisition and amortization, sales, and marketing. The Company generally incurs marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures. 36 Table of Contents URBAN ONE, INC. AND SUBSIDIARIES RESULTS OF OPERATIONS The following table summarizes our historical unaudited condensed consolidated results of operations: Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Three Months Ended June 30, 2026 2025 Change (In thousands) Net revenue $ 85,757 $ 91,631 $ (5,874) (6.4) % Operating expenses: Programming and technical, excluding stock-based compensation 29,774 28,647 1,127 3.9% Selling, general and administrative, excluding stock-based compensation 45,201 49,493 (4,292) (8.7) % Stock-based compensation 1,680 574 1,106 *NM Depreciation and amortization 6,184 3,523 2,661 75.5% Impairment of goodwill, intangible assets and long-lived assets 14,157 130,078 (115,921) (89.1) % Total operating expenses 96,996 212,315 (115,319) (54.3) % Operating loss (11,239) (120,684) 109,445 (90.7) % Interest and investment income — 616 (616) (100.0) % Interest expense (2,070) (9,704) 7,634 (78.7) % Gain on sale of business 4,671 — 4,671 100.0% Gain on retirement of debt — 30,297 (30,297) (100.0) % Other (expense) income, net (43) 124 (167) *NM Loss before benefit from income taxes (8,681) (99,351) 90,670 (91.3) % Benefit from income taxes 1,703 21,382 (19,679) (92.0) % Net loss (6,978) (77,969) 70,991 (91.1) % Net income (loss) attributable to non-controlling interests 95 (67) 162 *NM Net loss attributable to common stockholders $ (7,073) $ (77,902) $ 70,829 (90.9) % *NM - Not meaningful 37 Table of Contents Net Revenue Three Months Ended June 30, Change 2026 2025 $ 85,757 $ 91,631 $ (5,874) (6.4) % During the three months ended June 30, 2026, we recognized approximately $85.8 million in net revenue compared to approximately $91.6 million during the three months ended June 30, 2025. These amounts are net of agency commissions. We recognized approximately $35.3 million of revenue from our Radio Broadcasting segment during the three months ended June 30, 2026, compared to approximately $36.7 million during the three months ended June 30, 2025, a decrease of approximately $1.4 million. This decrease was primarily driven by weaker overall market demand from the national and local advertisers. We recognized approximately $4.8 million of revenue from our Reach Media segment during the three months ended June 30, 2026, compared to approximately $5.3 million for the three months ended June 30, 2025, a decrease of approximately $0.5 million. This decrease was primarily driven by a decrease in syndicated revenue. We recognized approximately $9.4 million of revenue from our Digital segment during the three months ended June 30, 2026, compared to approximately $10.3 million for the three months ended June 30, 2025, a decrease of approximately $0.9 million. This decrease was primarily driven by the decrease in direct revenue streams, reflecting reduced advertising spend, diversity, equity and inclusion-focused campaigns. We recognized approximately $37.1 million of revenue from our Cable Television segment during the three months ended June 30, 2026, compared to approximately $40.1 million for the three months ended June 30, 2025, a decrease of approximately $3.0 million. This decrease was primarily driven by the churn of subscribers and lower advertising sales. Operating Expenses Programming And Technical, Excluding Stock-based Compensation Three Months Ended June 30, Change 2026 2025 $ 29,774 $ 28,647 $ 1,127 3.9 % Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $29.8 million for the three months ended June 30, 2026, compared to approximately $28.6 million for the three months ended June 30, 2025, respectively. The approximately $1.2 million increase is primarily due to higher royalty expenses in our Radio Broadcasting Segment. 38 Table of Contents Selling, General And Administrative, Excluding Stock-based Compensation Three Months Ended June 30, Change 2026 2025 $ 45,201 $ 49,493 $ (4,292) (8.7) % Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $45.2 million for the three months ended June 30, 2026, compared to approximately $49.5 million for the three months ended June 30, 2025, a decrease of approximately $4.3 million. Expenses in our Digital segment decreased by approximately $0.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a decrease in traffic acquisition costs due to lower revenue. Expenses in our Cable segment increased by approximately $0.6 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the increase in executive compensation. Expenses in our Radio Broadcasting segment decreased approximately $1.4 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to lower bad debt reserve. Expenses in our Reach Media segment decreased approximately $1.2 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to lower bad debt reserve and lower affiliate station compensation expense. Expenses in corporate decreased approximately $1.5 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to lower professional service fees. Stock-based compensation Three Months Ended June 30, Change 2026 2025 $ 1,680 $ 574 $ 1,106 192.7 % Stock-based compensation expense was approximately $1.7 million for the six months ended June 30, 2026, compared to approximately $0.6 million for the six months ended June 30, 2025, an increase of approximately $1.1 million. The increase in stock-based compensation was primarily due to stock awards for executive officers. Depreciation And Amortization Three Months Ended June 30, Change 2026 2025 $ 6,184 $ 3,523 $ 2,661 75.5 % Depreciation and amortization expense was approximately $6.2 million for the three months ended June 30, 2026, compared to approximately $3.5 million for the three months ended June 30, 2025, an increase of approximately $2.7 million. This increase is primarily driven by the Radio Broadcasting licenses amortization, which began in June 2025. 39 Table of Contents Impairment Of Goodwill, Intangible Assets And Long-Lived Assets Three Months Ended June 30, Change 2026 2025 $ 14,157 $ 130,078 $ (115,921) (89.1) % Impairment of goodwill, intangible assets and long-lived assets was approximately $14.2 million during the three months ended June 30, 2026 compared to $130.1 million during the three months ended June 30, 2025. The Company recorded an impairment charge of $13.9 million related to the Reach Media reporting unit and $0.3 million related to the long-lived asset group in Reach Media during the three months ended June 30, 2026, compared to an impairment charge of approximately $130.1 million related to Radio FCC license impairment for the three months ended June 30, 2025. See Note 8 - Goodwill, Net and Intangible Assets, Net of the Company’s unaudited condensed consolidated financial statements for further discussion. Interest Expense Three Months Ended June 30, Change 2026 2025 $ (2,070) $ (9,704) $ 7,634 (78.7) % Interest expense was approximately $2.1 million for the three months ended June 30, 2026, compared to approximately $9.7 million for the three months ended June 30, 2025, a decrease of approximately $7.6 million. This decrease was due to lower overall debt balances outstanding as well as lower effective interest rates. See Note 9 - Debt of the Company’s unaudited condensed consolidated financial statements for further discussion. Gain On Sale Of Business Three Months Ended June 30, Change 2026 2025 $ 4,671 $ — $ 4,671 100.0 % In March 2026, the Company entered into agreements to sell its WMXG and WLNK-FM radio broadcasting licenses in Charlotte, North Carolina along with the associated station assets from the Radio Broadcasting segment to unrelated third parties The Company completed both sales on June 1, 2026 and recognized a gain of $4.7 million, which is included in Gain On Sale Of Business in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2026. Refer to Note 7 - Dispositions and Acquisitions. Gain On Retirement Of Debt Three Months Ended June 30, Change 2026 2025 $ — $ 30,297 $ (30,297) (100.0) % During the three months ended June 30, 2025, the Company repurchased approximately $64.0 million of its 2028 Notes at an average price of approximately 51.8% of par, resulting in a net gain on retirement of debt of approximately $30.3 million. 40 Table of Contents Benefit From Income Taxes Three Months Ended June 30, Change 2026 2025 $ 1,703 $ 21,382 $ (19,679) (92.0) % For the three months ended June 30, 2026, we recorded a benefit from income taxes of approximately $1.7 million resulting in an actual effective tax rate of 19.6%. For the three months ended June 30, 2025, we recorded a benefit from income taxes of approximately $21.4 million resulting in an actual effective tax rate of 21.5%, which includes $6.4 million of discrete tax expense primarily related to the impact of the change of accounting estimate for radio broadcasting licenses that impacted our valuation allowance. The following table summarizes our historical unaudited condensed consolidated results of operations: Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Six Months Ended June 30, 2026 2025 Change (In thousands) Statements of Operations: Net revenue $ 163,408 $ 183,866 $ (20,458) (11.1) % Operating expenses: Programming and technical, excluding stock-based compensation 59,779 59,245 534 0.9 % Selling, general and administrative, excluding stock-based compensation 88,684 99,598 (10,914) (11.0) % Stock-based compensation 1,881 1,250 631 50.5 % Depreciation and amortization 12,361 5,838 6,523 *NM Impairment of goodwill, intangible assets and long-lived assets 14,157 136,521 (122,364) (89.6) % Total operating expenses 176,862 302,452 (125,590) (41.5) % Operating loss (13,454) (118,586) 105,132 (88.7) % Interest and investment income 8 1,582 (1,574) (99.5) % Interest expense (6,477) (20,628) 14,151 (68.6) % Gain on sale of business 4,671 — 4,671 100.0 % Gain on retirement of debt 2,080 41,884 (39,804) (95.0) % Other (expense) income, net (51) 316 (367) *NM Loss before benefit from income taxes (13,223) (95,432) 82,209 (86.1) % Benefit from income taxes 3,144 5,724 (2,580) (45.1) % Net loss (10,079) (89,708) 79,629 (88.8) % Net income (loss) attributable to non-controlling interests 73 (64) 137 *NM Net loss attributable to common stockholders $ (10,152) $ (89,644) $ 79,492 (88.7) % 41 Table of Contents Net Revenue Six Months Ended June 30, Change 2026 2025 $ 163,408 $ 183,866 $ (20,458) (11.1) % During the six months ended June 30, 2026, we recognized approximately $163.4 million in net revenue compared to approximately $183.9 million during the six months ended June 30, 2025. These amounts are net of agency commissions. We recognized approximately $65.8 million of revenue from our Radio Broadcasting segment during the six months ended June 30, 2026, compared to approximately $69.3 million during the six months ended June 30, 2025, a decrease of approximately $3.5 million. This decrease was primarily driven by weaker overall market demand from the national and local advertisers. We recognized approximately $9.6 million of revenue from our Reach Media segment during the six months ended June 30, 2026, compared to approximately $11.2 million for the six months ended June 30, 2025, a decrease of approximately $1.6 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $16.2 million of revenue from our Digital segment during the six months ended June 30, 2026, compared to approximately $20.5 million for the six months ended June 30, 2025, a decrease of approximately $4.3 million. This decrease was primarily driven by the decrease in direct revenue streams, reflecting reduced advertising spend from political campaigns, diversity, equity and inclusion-focused campaigns. We recognized approximately $73.2 million of revenue from our Cable Television segment during the six months ended June 30, 2026, compared to approximately $84.3 million for the six months ended June 30, 2025, a decrease of approximately $11.1 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers. Operating Expenses Programming and technical, excluding stock-based compensation Six Months Ended June 30, Change 2026 2025 $ 59,779 $ 59,245 $ 534 0.9 % Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $59.8 million for the six months ended June 30, 2026, compared to approximately $59.2 million for the six months ended June 30, 2025, an increase of approximately $0.5 million. Expenses in our Cable Television segment for the six months ended June 30, 2026, decreased approximately $0.1 million compared to the six months ended June 30, 2025 which is relatively flat. Expenses in our Reach Media segment for the six months ended June 30, 2026, decreased approximately $0.3 million compared to the six months ended June 30, 2025. The decrease was primarily driven by lower talent and contract labor expense. Expenses in our Radio Broadcasting segment for the six months ended June 30, 2026, increased approximately $1.2 million, compared to the six months ended June 30, 2025. This increase was primarily driven by the royalty expense. 42 Table of Contents Selling, general and administrative, excluding stock-based compensation Six Months Ended June 30, Change 2026 2025 $ 88,684 $ 99,598 $ (10,914) (11.0) % Selling, general and administrative expenses include expenses associated with our sales departments, offices, facilities, and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $88.7 million for the six months ended June 30, 2026, compared to approximately $99.6 million for the six months ended June 30, 2025, a decrease of approximately $10.9 million. Expenses in our Radio Broadcasting segment decreased approximately $2.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to lower bad debt expense and lower payroll related expenses driven by overall lower revenue. Expenses in our Reach Media segment decreased approximately $2.0 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to lower affiliate station costs and bad debt expense. Expenses in our Digital segment decreased by approximately $2.6 million for the six months ended June 30, 2026, compared to six months ended June 30, 2025, primarily due to a decrease in traffic acquisition costs due to lower revenue and lower bad debt expense. Expenses in our Cable Television segment decreased approximately $1.5 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to favorable timing of certain campaigns and lower contract costs offset by increased bonus and traffic acquisition costs. Stock-based compensation Six Months Ended June 30, Change 2026 2025 $ 1,881 $ 1,250 $ 631 50.5 % Stock-based compensation expense was approximately $1.9 million for the six months ended June 30, 2026, compared to approximately $1.3 million for the six months ended June 30, 2025, an increase of approximately $0.6 million. The increase in stock-based compensation was primarily due to stock awards for executive officers. Depreciation and amortization Six Months Ended June 30, Change 2026 2025 $ 12,361 $ 5,838 $ 6,523 111.7 % Depreciation and amortization expense was approximately $12.4 million for the six months ended June 30, 2026, compared to approximately $5.8 million for the six months ended June 30, 2025, an increase of approximately $6.5 million. This increase is primarily driven by the Radio Broadcasting licenses amortization, which began in June 2025. 43 Table of Contents Impairment Of Goodwill, Intangible Assets And Long-Lived Assets Six Months Ended June 30, Change 2026 2025 $ 14,157 $ 136,521 $ (122,364) (89.6) % Impairment of goodwill, intangible assets and long-lived assets was approximately $14.2 million during the six months ended June 30, 2026, compared to approximately $136.5 million for the six months ended June 30, 2025. The Company recorded an impairment charge of $13.9 million related to the Reach Media reporting unit and $0.3 million related to the long-lived asset group in Reach Media for the six months ended June 30, 2026, compared to an impairment charge of approximately $136.5 million related to Radio FCC license impairment for the six months ended June 30, 2025. See Note 8 - Goodwill, Net and Intangible Assets, Net of the Company’s unaudited condensed consolidated financial statements for further discussion. Interest Expense Six Months Ended June 30, Change 2026 2025 $ (6,477) $ (20,628) $ 14,151 (68.6) % Interest expense was approximately $6.5 million for the six months ended June 30, 2026, compared to approximately $20.6 million for the six months ended June 30, 2025, a decrease of approximately $14.2 million. The decrease was due to lower overall debt balances outstanding and the lower effective interest rates during the six months ended June 30, 2026. See Note 9 - Debt of the Company’s unaudited condensed consolidated financial statements for further discussion. Gain On Sale Of Business Six Months Ended June 30, Change 2026 2025 $ 4,671 $ — $ 4,671 100.0 % In March 2026, the Company entered into agreements to sell its WMXG and WLNK-FM radio broadcasting licenses in Charlotte, North Carolina along with the associated station assets from the Radio Broadcasting segment to unrelated third parties. The Company completed both sales on June 1, 2026 and recognized a gain of $4.7 million, which is included in Gain On Sale Of Business in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2026. Refer to Note 7 - Dispositions and Acquisitions. Gain On Retirement Of Debt Six Months Ended June 30, Change 2026 2025 $ 2,080 $ 41,884 $ (39,804) (95.0) % There was approximately a $2.1 million gain on retirement of debt for the six months ended June 30, 2026, compared to approximately $41.9 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company repurchased approximately $4.3 million of its 2028 Notes at a weighted average price of approximately 51.0% of par, resulting in a net gain on retirement of debt of approximately $2.1 million. During the six months ended June 30, 2025, the Company repurchased approximately $92.2 million of its 2028 Notes at an average price of approximately 53.7% of par, resulting in a net gain on retirement of debt of approximately $41.9 million. 44 Table of Contents Benefit From Income Taxes Six Months Ended June 30, Change 2026 2025 $ 3,144 $ 5,724 $ (2,580) (45.1) % For the six months ended June 30, 2026, we recorded a benefit from income taxes of approximately $3.1 million resulting in an actual effective tax rate of 23.8%. For the six months ended June 30, 2025, we recorded a benefit from income taxes of approximately $5.7 million resulting in an actual effective tax rate of 6.0%. This rate includes approximately $14.6 million of discrete tax expense related to valuation allowance for net operating losses, and approximately $6.6 million of discrete tax expense related to the impact of the change of accounting estimate for radio broadcasting licenses. Non-GAAP Financial Measures The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). We use non-GAAP financial measures including broadcast and digital operating income and Adjusted EBITDA as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review. Reliance should not be placed on any single financial measure to evaluate our business. Measurement Of Performance We monitor and evaluate the growth and operational performance of our business using net loss and the following key metrics: (a)Net revenue: The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue. Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions consistent with industry practice. Net revenue is recognized in the period in which advertisements are broadcast. Net revenue also includes advertising aired in exchange for goods and services, which is recorded at fair value, revenue from sponsored events and other revenue. Net revenue is recognized for our online business as impressions are delivered. Net revenue is recognized for our Cable Television segment as advertisements are run or impressions delivered, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support. (b)Broadcast and digital operating income: The radio broadcasting industry commonly refers to “station operating income” which consists of net loss before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income.” Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance. 45 Table of Contents Broadcast and digital operating income was approximately $22.2 million for the three months ended June 30, 2026, compared to approximately $25.7 million for the three months ended June 30, 2025, a decrease of approximately $3.5 million or 13.7%. This decrease was primarily due to lower broadcast and digital operating income at our Radio Broadcasting and Cable Television segments and lower broadcast and digital operating loss at our Reach Media segment. Broadcast and digital operating loss at our Digital segment remained flat during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Our Radio Broadcasting segment generated approximately $6.0 million of broadcast and digital operating income during the three months ended June 30, 2026, compared to approximately $6.9 million during the three months ended June 30, 2025, primarily due to lower revenues. Our Cable Television segment generated approximately $16.7 million of broadcast and digital operating income during the three months ended June 30, 2026, compared to approximately $19.8 million during the three months ended June 30, 2025. The decrease in our Cable Television segment’s broadcast and digital operating income was primarily due to lower revenues. Reach Media segment generated broadcast and digital operating loss of approximately $0.4 million of during the three months ended June 30, 2026, compared to approximately $0.9 million during the three months ended June 30, 2025, primarily due to lower expenses. Broadcast and digital operating income was approximately $37.0 million for the six months ended June 30, 2026, compared to approximately $48.7 million for the six months ended June 30, 2025, a decrease of approximately $11.7 million or 24.0%.The decrease was primarily due to lower broadcast and digital operating income at our Radio Broadcasting and Cable Television segments, higher broadcast and digital operating loss at our Digital segment, and lower broadcast and digital operating loss at our Reach Media segment. Our Digital segment generated broadcast and digital operating loss of approximately $1.5 million during the six months ended June 30, 2026, compared to approximately $0.1 million during the six months ended June 30, 2025, primarily due to lower revenue offset by lower operating expenses. Reach Media generated broadcast and digital operating loss of approximately $0.3 million during the six months ended June 30, 2026, compared to approximately $0.7 million during the six months ended June 30, 2025, primarily due to lower revenue offset by lower operating expenses. Cable Television generated approximately $31.1 million of broadcast and digital operating income during the six months ended June 30, 2026, compared to approximately $39.8 million during the six months ended June 30, 2025. The decrease in the Cable Television segment’s broadcast and digital operating income was primarily from lower revenue offset by lower operating expenses. Our Radio Broadcasting segment generated approximately $7.8 million of broadcast and digital operating income during the six months ended June 30, 2026, compared to approximately $9.7 million during the six months ended June 30, 2025, primarily due to lower revenue offset by lower operating expenses. (c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill, intangible assets and long-lived assets, stock-based compensation, gain on sale of business, (gain) loss on retirement of debt, corporate costs, non-recurring litigation settlement costs, non-recurring debt refinancing costs, severance-related costs, investment income, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.” Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance. 46 Table of Contents Summary Of Performance The tables below provide a summary of our performance based on the metrics described above: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) (In thousands) Net revenue $ 85,757 $ 91,631 $ 163,408 $ 183,866 Broadcast and digital operating income margin 22,152 25,664 37,016 48,680 Adjusted EBITDA 11,723 13,960 16,379 26,817 Net loss attributable to common stockholders (7,073) (77,902) (10,152) (89,644) The reconciliation of net loss attributable to common stockholders to Broadcast and digital operating income is as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) (In thousands) Net loss attributable to common stockholders $ (7,073) $ (77,902) $ (10,152) $ (89,644) Add back/(deduct) certain non-broadcast and digital operating income items included in net loss: Interest and investment income — (616) (8) (1,582) Interest expense 2,070 9,704 6,477 20,628 Benefit from income taxes (1,703) (21,382) (3,144) (5,724) Corporate selling, general and administrative, excluding stock-based compensation (a) 11,370 12,173 22,071 23,657 Stock-based compensation 1,680 574 1,881 1,250 Gain on sale of business (4,671) — (4,671) — Gain on retirement of debt — (30,297) (2,080) (41,884) Other expense (income), net 43 (124) 51 (316) Depreciation and amortization 6,184 3,523 12,361 5,838 Net income (loss) income attributable to non-controlling interests 95 (67) 73 (64) Impairment of goodwill, intangible assets and long-lived assets 14,157 130,078 14,157 136,521 Broadcast and digital operating income $ 22,152 $ 25,664 $ 37,016 $ 48,680 (a) Corporate selling, general and administrative expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. 47 Table of Contents The reconciliation of net loss attributable to common stockholders to Adjusted EBITDA is as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) (In thousands) Net loss attributable to common stockholders $ (7,073) $ (77,902) $ (10,152) $ (89,644) Add back/(deduct) certain Adjusted EBITDA items included in net loss: Interest and investment income — (616) (8) (1,582) Interest expense 2,070 9,704 6,477 20,628 Benefit from income taxes (1,703) (21,382) (3,144) (5,724) Depreciation and amortization 6,184 3,523 12,361 5,838 EBITDA $ (522) $ (86,673) $ 5,534 $ (70,484) Stock-based compensation 1,680 574 1,881 1,250 Gain on sale of business (4,671) — (4,671) — Gain on retirement of debt — (30,297) (2,080) (41,884) Other expense (income), net 43 (124) 51 (316) Net income (loss) income attributable to non-controlling interests 95 (67) 73 (64) Corporate costs(a) 856 362 1,215 1,109 Severance-related costs 85 — 219 219 Impairment of goodwill, intangible assets and long-lived assets 14,157 130,078 14,157 136,521 Loss from ceased non-core business initiatives — 107 — 466 Adjusted EBITDA $ 11,723 $ 13,960 $ 16,379 $ 26,817 (a) Corporate costs primarily include professional fees related to the material weakness remediation efforts as well as legal cost related to acquisition activities. LIQUIDITY AND CAPITAL RESOURCES Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $16.2 million as of June 30, 2026. As of June 30, 2026, there were $20.0 million borrowings outstanding on the Current ABL Facility (as defined below) which has $75.0 million in overall capacity. The Company regularly considers the impact of macroeconomic conditions on our business. Uncertainty in the macroeconomic environment with newly implemented tariffs, continued increases in inflation and interest rates, along with banking volatility, may have an adverse effect on our revenues. From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under the Company's indentures, credit agreement and applicable law. All repurchase amounts reflected in this quarterly report (both the number of shares repurchased and repurchase prices) are reflective of the reverse stock split effective January 22, 2026. 48 Table of Contents On June 18, 2026, the Company held its 2026 Annual Shareholder's meeting. At that meeting, the shareholders approved the 2026 Equity and Performance Incentive Plan ( the "2026 Incentive Plan"). The 2026 Incentive Plan is intended to be a successor to the Urban One, Inc. 2019 Second Amended and Restated Equity and Performance Incentive Plan. The 2019 Plan expires by its terms on April 10, 2029. As the 2026 Incentive Plan was approved and adopted, no further awards of any kind will be granted pursuant to the 2019 Equity Plan, although outstanding stock options and restricted stock awards under the 2019 Equity Plan will remain outstanding pursuant to the terms of that plan. Subject to the conditions outlined below, the total number of shares of Common Stock which may be issued pursuant to Awards granted under the 2026 Incentive Plan are 1,000,000 shares of Class A Common Stock and 1,000,000 shares of Class D Common Stock plus any shares not subject to outstanding awards under any prior plan as of the Effective Date and any shares subject to outstanding awards under any prior plan as of the Effective Date that, on or after the Effective Date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares of Class A Common Stock or Class D Common Stock). There were 200,000 shares of Class A Common Stock and 300,000 shares of Class D Common Stock available under the 2019 Plan at the time of adoption of the 2026 Incentive Plan and, therefore, the total and aggregate number of shares subject to the 2026 Incentive Plan are 1,200,000 shares of Class A Common Stock and 1,300,000 shares of Class D Common Stock. As of June 30, 2026, the Company had 1,200,000 shares of Class A Common Stock and 1,131,326 shares of Class D Common Stock available to grant under the 2026 Incentive Plan after taking into account available shares rolled into the 2026 Incentive Plan from the 2019 Equity Plan. On June 10, 2024, after exhaustion of the earlier programs except the Stock Grant Authorization, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D Common Stock (collectively, the “Stock Repurchase Program”). The 2024 Stock Repurchase Program has been cancelled in connection with our debt refinancing in December 2025. During the six months ended June 30, 2025, the Company repurchased 67,529 shares of Class A Common Stock under the 2024 Stock Repurchase Program of approximately $1.0 million at an average price of $15.30 per share. During the six months ended June 30, 2025, the Company repurchased 40,520 shares of Class D Common Stock for approximately $0.3 million at an average price of $7.00 per share. On June 17, 2026, the Company’s Board of Directors approved an employee share repurchase program to repurchase up to $1.0 million of the Company's outstanding Class A and/or Class D Common Stock during any single calendar year with unused amounts carrying over into subsequent years up to a maximum of $1.0 million in any single calendar year (collectively, the “2026 Annual Repurchase Program”). The Annual Repurchase Program is executed in strict compliance with the terms, conditions, and restrictive covenants set forth in the Indenture as noted in Note 9 - Debt, as well as all applicable federal and state securities laws and regulations. During the six months ended June 30, 2026, the Company repurchased 129,543 shares of Class D Common Stock at an average price of $4.50 per share for $0.6 million. After giving effect to the above transaction and prior activity, the 2026 Annual Repurchase Program has approximately $0.4 million remaining under the authorization. In addition, the Company has limited but ongoing authority to purchase shares of Class D Common Stock (in one or more transactions at any time there remain outstanding grants) under the 2026 and 2019 Equity and Performance Incentive Plans (as defined below). This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2026 or 2019 Equity and Performance Incentive Plans, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “stock vest tax repurchase”). During the three and six months ended June 30, 2026, the Company executed stock vest tax repurchases of 145,513 shares of Class D Common Stock for approximately $0.7 million at an average price of $4.52, and 147,701 shares of Class D Common Stock for approximately $0.7 million at an average price of $4.54 per share, respectively. During the three and six months ended June 30, 2025 the Company executed stock vest tax repurchases of 11,067 shares of Class D Common Stock for approximately $0.1 million at an average price of $6.40 per share and 39,444 shares of Class D Common Stock for approximately $0.3 million at an average price of $7.80 per share, respectively. 49 Table of Contents Long-term Debt During the three months ended March 31, 2026, the Company repurchased approximately $4.3 million of its 2028 Notes at a weighted average price of approximately 51.0% of par, resulting in a net gain on retirement of debt of approximately $2.1 million, included in the unaudited condensed consolidated statement of operations, and an outstanding balance of approximately $7.5 million as of June 30, 2026. During the three months ended June 30, 2025, the Company repurchased approximately $64.0 million of its 2028 Notes at an average price of approximately 51.8% of par, resulting in a net gain on retirement of debt of approximately $30.3 million. During the six months ended June 30, 2025, the Company repurchased approximately $92.2 million of its 2028 Notes at an average price of approximately 53.7% of par, resulting in a net gain on retirement of debt of approximately $41.9 million. During the three months ended March 31, 2026, the Company repurchased approximately $32.4 million of its 2031 Second Lien Notes at a weighted average price of approximately 40.7% of par. During the three months ended June 30, 2026, the Company repurchased approximately $23.5 million of its 2031 Second Lien Notes at a weighted average price of approximately 42.0% of par. As the 2031 Second Lien Notes are accounted under Accounting Standards Codification No. 470-60, Troubled Debt Restructurings by Debtors, no gain was recorded. Instead, the Company recorded additional premiums of $19.3 and $13.6 million during the three months ended March 31, 2026, and June 30, 2026, respectively, which is included in long-term debt, net on the Company's condensed consolidated balance sheets. Asset-Backed Line of Credit On December 18, 2025, the Company entered into an amended and restated ABL facility (the “Current ABL Facility”) as a part of the 2025 Refinancing pursuant to an Amended and Restated Credit Agreement, among the Company, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Current ABL Facility”), which amends and restates the 2021 ABL Facility in order to facilitate the issuance of new notes in connection with the 2025 Refinancing. The Current ABL Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the “Borrowing Base”, as defined in the Current ABL Credit Facility) with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility. The Current ABL Facility provides that interest on Base Rate Loans accrues at a per‑annum rate equal to the applicable margin plus the Base Rate, and interest on Term SOFR Loans accrues at a per‑annum rate equal to the applicable margin plus Term SOFR for the applicable interest period. In addition, upon the occurrence and during the continuance of an event of default, overdue principal, interest, and other amounts bear interest at rates generally 2.0% per annum above the rates otherwise applicable under the Current ABL Facility. The Current ABL Facility matures on the earlier to occur of (a) December 18, 2030, (b) the date that is ninety-one (91) days prior to the maturity or expiration date applicable to any Material Indebtedness (other than the 2028 Notes) and (c) the date on which the 2028 Notes Non-Springing Maturity Condition fails to be true. On December 18, 2025, the Company drew $10.0 million on the Current ABL Facility, which was repaid in the first quarter of 2026. In March 2026, the Company drew another $10.0 million on the Current ABL Facility with a six-month maturity at an interest rate of approximately 6.09%. The Company further made two separate draws of $5.0 million each for a total of $10.0 million in the second quarter of 2026, payable at an interest rate of approximately 6.75% and 6.01%. After giving effect to the outstanding $20.0 million drawdown and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $26.1 million as of June 30, 2026. The Company further made an additional draw of $7.0 million in the third quarter of 2026, payable at an interest rate of approximately 6.12%. The Company repaid the May 2026 draw of $5.0 million on August 2, 2026. After giving effect to the additional draw of $7.0 million, the $5.0 million repayment, and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $24.1 million. 50 Table of Contents The following table provides a summary of our statements of cash flows for the six months ended June 30, 2026, and 2025, respectively: Six Months Ended June 30, 2026 2025 (In thousands) Net cash flows provided by operating activities $ 14,771 $ 8,290 Net cash flows used in by investing activities $ (3,474) $ (4,215) Net cash flows used in financing activities $ (21,453) $ (55,432) Net cash flows provided by operating activities were approximately $14.8 million and $8.3 million for the six months ended June 30, 2026, and 2025, respectively. Net cash flow from operating activities for the six months ended June 30, 2026 increased primarily due to the lower spent in accounts payable, content assets and payables, offset by lower accounts receivable balance. Cash flows from operations, cash and cash equivalents, and other sources of liquidity are expected to be available and sufficient to meet foreseeable cash requirements. Net cash flows used in investing activities were approximately $3.5 million and $4.2 million for the six months ended June 30, 2026, and 2025, respectively. Net cash flows used in investing activities decreased from the prior year primarily due to the cash received from the disposition of radio station KZMJ from the Radio Broadcasting segment to Fuzion Dallas, LLC, offset by the escrow deposit related to the Service Broadcasting Group, LLC acquisition described in Note 7 - Dispositions and Acquisitions and higher capital expenditures. Net cash flows used in financing activities were approximately $21.5 million and $55.4 million for the six months ended June 30, 2026, and 2025, respectively. The change was primarily driven by the debt repurchase activity of the 2031 Second Lien Notes and 2028 Notes as described in Note 9 - Debt and a net cash inflow of $10.0 million from the Current ABL Facility. On a continuing basis, Standard and Poor’s, Moody’s Investor Services, and other rating agencies may evaluate our indebtedness in order to assign a credit rating. Our corporate credit ratings by Standard & Poor's Rating Services and Moody's Investors Service are speculative-grade and have been downgraded and upgraded at various times during the last several years. Any reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase our cost of doing business or otherwise negatively impact our business operations. CRITICAL ACCOUNTING POLICIES Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies of the consolidated financial statements in our 2025 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K. CRITICAL ACCOUNTING ESTIMATES Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2025, under the heading Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K, other than the impairment of goodwill of the Reach Media reporting unit (see further discussion below). 51 Table of Contents Reach Media Reporting Unit In May 2026, due to the additional decline in revenue, further decrease in forecasted revenue and operating profit margin brought on by declining industry and macro-economic conditions created a triggering event indicating the fair value of the Reach Media reporting unit was more likely than not to be less than its carrying value. As a result, the Company performed an interim quantitative impairment assessment for the Reach Media reporting unit to determine whether it was impaired. The Company estimated the fair value of the reporting unit by utilizing a discounted cash flow model. The key assumptions used in the discounted cash flow model for goodwill include projected revenues, operating profit margins, terminal rate and discount rate. Based on this assessment, the Company recognized impairment losses of approximately $13.9 million, to reduce the carrying value of the Reach Media goodwill balances for the three and six months ended June 30, 2026, included in impairment of goodwill, intangible assets and long-lived assets, on the unaudited condensed consolidated statement of operations. In addition, the Company recorded a $0.3 million impairment charge related to the long-lived assets of Reach Media as the assets of the long-lived asset group were not deemed recoverable as of May 31, 2026. Below are the key assumptions used in the income approach model for estimating the fair value of the Reach Media reporting unit in the most recent interim impairment assessment performed as of May 31, 2026. Goodwill (Reach Media Reporting Unit) As of May 31, 2026 Discount rate 11.5 % Projected revenues assumption rate range (11.4)% - 0.1% Operating profit margins range (5.7)% - 5.0% See Note 8 – Goodwill, Net and Intangible Assets, Net, of our consolidated financial statements for further discussion. RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 – Summary of Significant Accounting Policies of our unaudited condensed consolidated financial statements for a summary of recent accounting pronouncements. CAPITAL AND COMMERCIAL COMMITMENTS Radio Broadcasting Licenses Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of 8 years prior to renewal. The Company’s Radio Broadcasting licenses expire at various times beginning in October 2027 through August 1, 2030. Although the Company may apply to renew its Radio Broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application was filed and is pending. Indebtedness As of June 30, 2026, we had approximately $235.1 million of our 2031 Second Lien Notes, $60.6 million of our 2030 First Lien Notes and $7.5 million of our 2028 Notes outstanding within our corporate structure. In addition, the Company entered into an amended and restated ABL facility (the “Current ABL Facility”) as a part of the 2025 Refinancing pursuant to an Amended and Restated Credit Agreement. The ABL Credit Facility provides for, among other things, commitments in the aggregate principal amount of up to $75 million (subject to determination with reference to the “Borrowing Base”, as defined in the Current ABL Credit Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million. As of June 30, 2026, there were $20.0 million borrowings outstanding on the Current ABL Facility. After giving effect to the outstanding $20.0 million drawdown and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $26.1 million as of June 30, 2026. See Note 9 - Debt of our condensed consolidated financial statements. 52 Table of Contents Royalty Agreements Musical works rights holders, songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. These licenses periodically come up for renewal and, as a result, certain of our performing rights organizations (“PRO”) licenses are currently the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, our music license fees. In addition, there is no guarantee that additional PRO's will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs. As a participating member of the Radio Music Licensing Committee (“RMLC”), the Company is a party to a settlement reached with GMR on February 7, 2022. This agreement established a 4-year license running from April 1, 2022 to March 31, 2026. The license includes an optional 3-year extended term that the Company has opted into with the agreement now running through March 31, 2029. On August 19, 2025, the RMLC announced that it had settled litigation with BMI and ASCAP concerning licensing arrangements and that the settlement has led to new license agreements for members organizations. Both agreements are retroactive to January 1, 2022, and run through December 31, 2029. Each of the new BMI and ASCAP licenses maintain the same percentage-of-revenue license fee structure of the prior licensing arrangements and continue to provide for broad coverage of over-the-air programming, as well as simulcast/website transmissions of podcasts/archived content. While the percentage rates in the new licensing arrangements are higher than the old rates, they are lower than the rates sought by each of BMI and ASCAP in the now-settled litigation. On November 1, 2024, RMLC announced that it had won a ruling in its rate determination proceedings with SESAC with respect to fees paid by RMLC-represented stations. The determination sets the rates for the period January 1, 2023, through December 31, 2026, and is retroactive in its application. RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations. Lease Obligations We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next forty-eight years. See Note 13 - Commitments and Contingencies of the Company’s unaudited condensed consolidated financial statements for further discussion. Operating Contracts And Agreements We have other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming-related agreements, and other general operating agreements that expire over the next 6 years. Reach Media Non-controlling Interest Beginning on January 1, 2018, the non-controlling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D Common Stock of Urban One, at the discretion of Urban One. On February 14, 2025, certain non-controlling interest shareholders of Reach Media exercised their annual Put Right for approximately $3.2 million, increasing the Company’s interest in Reach Media to approximately 94.6% and decreasing the interest of the non-controlling interest shareholders from approximately 10% to approximately 5.4%. On January 13, 2026, the last of the non-controlling interest shareholders of Reach Media exercised their annual right to require Reach Media to purchase the remaining portion of their shares at the current fair market value for such shares (the “Put Right”). On February 25, 2026, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 100%. Reach Media paid the last of the non-controlling interest shareholders approximately $1.3 million for the 5.4% interest. 53 Table of Contents Contractual Obligations Schedule The following table represents our scheduled contractual obligations as of June 30, 2026: Payments Due by Period Contractual Obligations Remainder of 2026 2027 2028 2029 2030 2031 and Beyond Total 10.500% First Lien Senior Secured Notes(1) $ 3,182 $ 6,363 $ 6,363 $ 6,363 $ 63,782 $ — $ 86,052 7.625% Second Lien Secured Notes(1) 8,964 17,927 17,927 17,927 17,927 244,077 324,750 Current ABL facility(2) 20,378 — — — — — 20,378 7.375% Subordinated Notes(3) 277 554 7,793 — — — 8,625 Remaining acquisition purchase price(4) 18,700 — — — — — 18,700 Other operating contracts/agreements(5) 45,413 40,424 31,918 7,962 4,711 4,673 135,101 Operating lease obligations 5,349 10,514 10,248 9,953 8,196 20,154 64,415 Total $ 102,263 $ 75,782 $ 74,250 $ 42,205 $ 94,616 $ 268,904 $ 658,021 (1) Includes interest obligations based on contractual interest rates on senior secured notes outstanding as of June 30, 2026. Interest is payable semi-annually in arrears on April 1 and October 1 of each year. (2) Includes interest obligations. Interest is payable quarterly or upon maturity of the applicable draw. (3) Includes interest obligations based on contractual interest rates on senior secured notes outstanding as of June 30, 2026. Interest is payable semi-annually in arrears on February 1 and August 1 of each year. (4) Relates to the acquisition of Service Broadcasting Group, LLC. Refer to Note 7 - Dispositions and Acquisitions for more detail. (5) Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming and programming measurement and analytics agreements, launch liability payments, and other general operating agreements. Also includes contracts that our Cable Television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. These contracts relate to their content assets as well as prepaid programming related agreements. Of the total amount of other operating contracts and agreements included in the table above, approximately $114.6 million has not been recorded on the unaudited condensed consolidated balance sheet as of June 30, 2026, as it does not meet recognition criteria. Approximately $14.1 million relates to certain commitments for content agreements for our Cable Television segment, approximately $46.9 million commitments for certain programming related and measurement and analytics agreements, approximately $32.8 million relates to employment and talent agreements, and the remainder relates to other agreements. Off-Balance Sheet Arrangements The Current ABL Credit Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the “Borrowing Base”, as defined in the Current ABL Credit Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility. As of June 30, 2026, there were $20.0 million borrowings outstanding on the Current ABL Facility. After giving effect to the outstanding $20.0 million drawdown and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $26.1 million as of June 30, 2026. 54 Table of Contents The Company further made an additional draw of $7.0 million in the third quarter of 2026, payable at an interest rate of approximately 6.12%. The Company repaid the May 2026 draw of $5.0 million on August 2, 2026. After giving effect to the additional draw of $7.0 million, the $5.0 million repayment, and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $24.1 million.
Legal Proceedings Urban One is involved from time to time in various routine legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. Urban One believes the resolution of such matters will not hav…
Legal Proceedings Urban One is involved from time to time in various routine legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. Urban One believes the resolution of such matters will not have a material adverse effect on its business, financial condition, or results of operations.
Read original filing text →Our risk factors are described in our Form 10-K for the year ended December 31, 2025, under the heading Part I, "Item 1A. Risk Factors". The below risk has evolved since the filing of our Form 10-K on March 20, 2026. If Nasdaq’s proposed $5 million minimum Market Value of Listed…
Our risk factors are described in our Form 10-K for the year ended December 31, 2025, under the heading Part I, "Item 1A. Risk Factors". The below risk has evolved since the filing of our Form 10-K on March 20, 2026. 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. 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. 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: •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. •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. •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. 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. 59 Table of Contents
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