CUMULUS MEDIA INC 8-K

What Happened
Cumulus Media Inc. announced that its Chapter 11 plan of reorganization was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas on April 15, 2026 (In re Cumulus Media, Inc., et al., Case No. 26‑90346). The Company and certain subsidiaries remain debtors‑in‑possession after voluntarily filing Chapter 11 petitions on March 4, 2026. The Plan was filed in modified form April 13, 2026; the Company says the Plan will become effective only after all conditions precedent — including FCC and other regulatory approvals — are satisfied or waived.

Key Details

• Shares outstanding: 17,668,032 common shares as of April 3, 2026; the Plan cancels all existing common stock on the Effective Date.
• New securities: the Company will issue New Common Stock, may issue Special Warrants (convertible subject to Communications Laws and FCC approval), and will issue Exit Convertible Notes convertible into New Common Stock. New Common Stock is not expected to be listed or registered under the Securities Act.
• Creditor treatment: ABL lenders receive pro rata New ABL Loans equal to allowed claims; 2029 secured creditors receive Exit Convertible Notes plus equity distributions; general unsecured claims to be paid or continued in ordinary course (subject to Plan terms).
• Executive agreements & incentives: CEO Mary G. Berner and CFO Frank J. Lopez‑Balboa signed amended employment agreements effective April 15, 2026 — base salaries reduced to $1,250,000 and $700,000, severance multiples adjusted (non‑CIC: 1.75x for CEO, 1.0x for CFO; CIC: 2.25x and 1.5x), and a Management Incentive Plan (MIP) reserving 10% of New Common Stock for employees and independent directors.
• Deregistration: On the Effective Date the Company intends to file Form 15 to deregister its common stock under the Exchange Act, immediately suspending its obligation to file Forms 10‑K, 10‑Q and 8‑K.

Why It Matters
This filing confirms a court‑approved restructuring that fundamentally changes creditor and equity holder rights: existing common shares will be canceled with no distribution to holders under the Plan, and recoveries will be delivered to creditors through new loans, notes and equity allocations. Investors should note that New Common Stock is not expected to be listed or registered, and the Company plans to suspend SEC reporting upon filing Form 15 — reducing public disclosure. The Effective Date timing is uncertain and contingent on regulatory approvals (including the FCC), so the reorganization and its practical effects remain subject to those conditions.