UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~May 129, 2024

AUDACY, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Pennsylvania	001-14461	23-1701044
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2400 Market Street, 4th Floor Philadelphia, Pennsylvania		19103
2400 Market Street, 4th Floor
(Address of principal executive offices)		(Zip Code)
Philadelphia, Pennsylvania		19103
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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. ☐

Item 2.02. Results of Operations and Financial ~~Condition.~~Conditions

On ~~March~~May 129, 2024, Audacy, Inc. (the “Company”) ~~disclosed~~issued ~~certain~~a ~~preliminary~~press ~~financial~~release ~~and~~(the ~~operational~~“Press ~~information~~Release”) announcing first quarter 2024 results. A copy of the ~~press~~Press ~~release~~Release is attached ~~hereto~~ as Exhibit 99.1 ~~and is~~to ~~incorporated~~this byCurrent ~~reference~~Report ~~herein~~on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K, ~~including~~and Exhibit 99.1, ~~are~~attached ~~being~~hereto ~~furnished to the Securities and Exchange Commission, and~~ shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ~~(the “Exchange Act”)~~, or otherwise subject to the liabilities of that section, ~~and~~nor shall ~~not~~such information be deemed to be incorporated by reference in any filing ~~made~~of by the Company ~~under the Securities Act of 1933~~, aswhether ~~amended,~~made before or after the ~~Exchange~~date ~~Act~~hereof, ~~except~~regardless asof ~~set~~any ~~forth~~general byincorporation ~~specific~~language ~~reference~~ in such filing.

Item 7 9.01. ~~Regulation~~Exhibits ~~FD Disclosure.~~

~~The~~(d) Exhibits ~~information contained in Item 2.02 is incorporated by reference into this Item 7.01.~~

Forward-Looking Statements


Exhibit No.		Title

99.1*		Audacy, Inc.’s Press Release, issued May 9, 2024

104		Cover Page Interactive Data File (embedded within the XBRL file)

~~This~~* ~~Current~~Exhibit ~~Report~~is on“furnished” Form 8-K contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and are subject to certain risks and uncertainties, including the Company’s ability to obtain regulatory approval for emergence from Chapter 11 protection and its anticipated future financial or operational results. The preliminary financial results in this Current Report on Form 8-K have not been subject to the Company’s audit or closing procedures, as applicable, for the fiscal year ended December 31, 2023 or for the quarter ended March 31, 2024, only reflect the Company’s estimated results as presented in this Current Report on Form 8-K and therefore remain subject to change in connection with those procedures. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the Securities and Exchange Commission. All of the forward-looking statements in this ~~Current~~report ~~Report on Form 8-K are qualified by these cautionary statements,~~ and ~~actual~~shall ~~results~~not orbe ~~developments~~deemed ~~may differ materially from those in these forward-looking statements. The Company assumes no obligation~~ to ~~publicly~~be ~~update~~“filed” ~~or revise any forward-looking statements~~herewith.

~~Item~~SIGNATURE ~~9.01 Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Title
99.1		Press Release of Audacy, Inc. issued on March 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Audacy, Inc.

By:		/s/ Andrew P. Sutor, IV
		Andrew P. Sutor, IV
		Executive Vice President

Dated: ~~March~~May 129, 2024

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