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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 10-Q

______________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-39029

______________________________________

MEDIACO HOLDING INC.

(Exact name of registrant as specified in its charter)

______________________________________

Indiana

(State or other jurisdiction of incorporation or organization)

84-2427771

(I.R.S. Employer Identification No.)

48 West 25th Street, Third Floor

New York, New York 10010

(Address of principal executive offices)

(212) 447-1000

(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:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value	MDIA	Nasdaq Capital Market

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 x No o

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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, a 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.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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 pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of August 1, 2025, was:


48,264,309						Shares of Class A common stock, $.01 Par Value
5,413,197						Shares of Class B common stock, $.01 Par Value
—						Shares of Class C common stock, $.01 Par Value

Table of Contents

INDEX


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements			3
Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 3 0 , 2025 and 2024			3
Condensed Consolidated Balance Sheets as of June 3 0 , 2025 and December 31, 2024			4
Condensed Consolidated Statements of Changes in Equity for the three-month and six-month periods ended June 3 0 , 2025 and 2024			5
Condensed Consolidated Statements of Cash Flows for the six-month period ended June 3 0 , 2025 and 2024			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Quantitative and Qualitative Disclosures about Market Risk			34
Item 4. Controls and Procedures			34
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			35
Item 3. Defaults upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			36
SIGNATURES			37

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2025		2024		2025		2024
NET REVENUES	$	31,245	$	26,202	$	59,275	$	32,908
OPERATING EXPENSES:
Operating expenses	34,774		34,647		63,986		41,297
Corporate expenses	1,554		3,445		3,147		6,835
Depreciation and amortization	1,697		1,431		3,466		1,564
Loss on disposal of assets	5		5		144		5
Total operating expenses	38,030		39,528		70,743		49,701
OPERATING LOSS	(6,785)		(13,326)		(11,468)		(16,793)
OTHER INCOME (EXPENSE):
Interest expense, net	(3,855)		(3,782)		(7,609)		(3,918)
Change in fair value of warrant shares liability	—		(31,027)		—		(31,027)
Other income	2,119		10		2,230		20

Total other expense	(1,736)		(34,799)		(5,379)		(34,925)
LOSS BEFORE INCOME TAXES	(8,521)		(48,125)		(16,847)		(51,718)
PROVISION FOR INCOME TAXES	279		182		559		266
NET LOSS	(8,800)		(48,307)		(17,406)		(51,984)






Net income attributable to noncontrolling interest	278		828		475		828
PREFERRED STOCK DIVIDENDS	—		128		—		851
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(9,078)	$	(49,263)	$	(17,881)	$	(53,663)

Net loss per share attributable to common shareholders - basic and diluted	$	(0.11)	$	(0.75)	$	(0.23)	$	(1.19)

Weighted-average common shares outstanding - basic and diluted	79,719		65,415		77,100		45,166

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2025		December 31, 2024
(in thousands, except share data)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,936	$	4,443

Accounts receivable, net of allowance for credit losses of $2,392 and $1,079, respectively	32,211		30,745
Current programming rights	525		2,781
Prepaid expenses and other current assets	2,111		1,307

Total current assets	37,783		39,276
PROPERTY AND EQUIPMENT, NET	19,188		20,349
GOODWILL	28,338		28,338
OTHER INTANGIBLE ASSETS, NET	177,322		178,889
OPERATING LEASE RIGHT OF USE ASSETS	47,095		48,067

FINANCE LEASE RIGHT OF USE ASSETS	2,314		2,623
NONCURRENT ACQUIRED PROGRAMMING RIGHTS	266		5,022
DEPOSITS AND OTHER	2,844		2,937

Total assets	$	315,150	$	325,501
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	41,508	$	36,435
Current maturities of long-term debt	5,000		—

Deferred revenue	10,505		10,921
Operating lease liabilities	6,691		6,401
Finance lease liabilities	737		723
Income taxes payable	4,920		2,023
Other current liabilities	694		788

Total current liabilities	70,055		57,291
LONG TERM DEBT, NET OF CURRENT	66,698		70,172
SERIES B PREFERRED STOCK	38,328		35,553
WARRANT SHARES	—		32,155
OPERATING LEASE LIABILITIES, NET OF CURRENT	36,938		37,634
FINANCE LEASE LIABILITIES, NET OF CURRENT	1,791		2,038
ASSET RETIREMENT OBLIGATIONS	211		200
DEFERRED INCOME TAXES	3,405		2,935
NONCURRENT PROGRAM RIGHTS PAYABLE	—		4,547
OTHER NONCURRENT LIABILITIES	473		455

Total liabilities	217,899		242,980
COMMITMENTS AND CONTINGENCIES (See Note 7)

EQUITY:
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 48,253,005 shares and 41,274,103 shares at June 30, 2025, and December 31, 2024, respectively	483		413
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at June 30, 2025, and December 31, 2024	54		54
Class C common stock, $0.01 par value; authorized 30,000,000 shares; none issued	—		—
Warrant Shares	32,155		—
Additional paid-in capital	110,514		89,726
Accumulated deficit	(45,955)		(28,074)
Total equity	97,251		62,119
Noncontrolling interests	—		20,402
Total equity and noncontrolling interests	97,251		82,521
Total liabilities and equity and noncontrolling interests	$	315,150	$	325,501

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


	Class A common stock			Class B common stock			Warrant Shares		Additional paid-in capital		Accumulated Deficit		Noncontrolling Interests		Total
(in thousands, except share data)	Shares	Amount		Shares	Amount
BALANCE, DECEMBER 31, 2024	41,274,103	$	413	5,413,197	$	54	$	—	$	89,726	$	(28,074)	$	20,402	$	82,521
Net (loss) income	—	—		—	—		—		—		(8,803)		197		(8,606)
Sale of class A common shares	7,240	—		—	—		—		8		—		—		8
Issuance of class A to employees, officers and directors, net of withholdings	(53,823)	(1)		—	—		—		(26)		—		—		(27)
Warrant shares	—	—		—	—		32,155		—		—		—		32,155


BALANCE, MARCH 31, 2025	41,227,520	$	412	5,413,197	$	54	$	32,155	$	89,708	$	(36,877)	$	20,599	$	106,051
Net (loss) income	—	—		—	—		—		—		(9,078)		278		(8,800)
Issuance of class A to employees, officers and directors, net of withholdings	(26,053)	—		—	—		—		—		—		—		—


Noncontrolling interest resulting from Estrella transaction	7,051,538	71		—	—		—		20,806		—		(20,877)		—


BALANCE, JUNE 30, 2025	48,253,005	$	483	5,413,197	$	54	$	32,155	$	110,514	$	(45,955)	$	—	$	97,251







BALANCE, DECEMBER 31, 2023	20,741,865	$	210	5,413,197	$	54	$	—	$	60,294	$	(23,148)	$	—	$	37,410
Net loss	—	—		—	—		—		—		(3,677)		—		(3,677)
Issuance of class A to employees, officers and directors, net of withholdings	(151,993)	(4)		—	—		—		291		—		—		287
Repurchase of class A common shares	(11,304)	—		—	—		—		(7)		—		—		(7)
Preferred stock dividends	—	—		—	—		—		—		(723)		—		(723)
BALANCE, MARCH 31, 2024	20,578,568	$	206	5,413,197	$	54	$	—	$	60,578	$	(27,548)	$	—	$	33,290
Net (loss) income	—	—		—	—		—		—		(49,135)		828		(48,307)
Issuance of class A to employees, officers and directors, net of withholdings	(34,403)	—		—	—		—		22		—		—		22
Conversion of preferred series A shares	20,733,869	207		—	—		—		29,397		—		—		29,604

Noncontrolling interest resulting from Estrella transaction	—	—		—	—		—		—		—		17,629		17,629

Preferred stock dividends	—	—		—	—		—		—		(128)		—		(128)
BALANCE, JUNE 30, 2024	41,278,034	$	413	5,413,197	$	54	$	—	$	89,997	$	(76,811)	$	18,457	$	32,110

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(in thousands)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(17,406)	$	(51,984)

Adjustments to reconcile net loss to net cash used in operating activities -

Depreciation and amortization	3,466		1,564

Amortization of deferred financing costs, including original issue discount	310		129
Accretion of Preferred Series B Shares and Second Lien Term Loan	1,126		977
Noncash change in warrant shares	—		31,027
Noncash interest expense	2,865		965
Noncash lease expense	1,386		731
Allowance for credit losses	1,313		79

Provision for deferred income taxes	559		247
Stock compensation expense	68		473

Other noncash items	155		790
Changes in assets and liabilities
Accounts receivable	(2,779)		(4,669)
Prepaid expenses and other current assets	1,452		1,502
Other assets	4,866		(544)
Accounts payable and accrued liabilities	4,894		(7,569)
Deferred revenue	(539)		816
Operating lease liabilities	(820)		137

Income taxes	2,826		(32)
Other liabilities	(4,635)		650


Net cash used in operating activities	(893)		(24,711)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(277)		(93)
Purchases of internally-created software	—		(146)
Cash paid in acquisitions, net of cash acquired	—		(6,847)
Other investing	—		100



Net cash used in investing activities	(277)		(6,986)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term debt	—		38,800
Payments for debt-related costs	—		(1,618)
Proceeds from issuance of class A common stock	8		—
Repurchases of class A common stock	—		(7)
Finance lease principal payments	(233)		—
Settlement of tax withholding obligations	(95)		(163)


Net cash (used in) provided by financing activities	(320)		37,012
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(1,490)		5,315
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	6,933		7,071
End of period	5,443		12,386

Cash, cash equivalents and restricted cash at end of period	$	5,443	$	12,386
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	3,090	$	739
Cash paid for income taxes	$	—	$	—
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING:
Capital expenditures received in exchange for liabilities included in deferred revenue	$	123	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MEDIACO HOLDING INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands Unless Indicated Otherwise)

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

MediaCo Holding Inc., and its subsidiaries (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events.

On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and an affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo.

Our broadcasting assets consist of two radio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its eleven radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its eight free ad-supported television (“FAST”) channels - EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales. See Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, its subsidiaries and the Estrella VIE (as defined below), collectively.

Basis of Presentation and Consolidation

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included.

The Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) were a VIE in which the Company held a controlling financial interest pursuant to the requirements stated in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B. The Company determined that since the major factors in the economic performance of the Estrella VIE were the popularity of the programming provided by the Company to the Estrella VIE and the Company’s sale of advertising in that programming, the Company was the primary beneficiary of the VIE, and the remaining assets and liabilities of the Estrella VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024.

The Company accounts for noncontrolling interest in accordance with ASC 810, which requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the condensed consolidated statement of operations.

On March 6, 2025, the Company’s shareholders voted to approve the issuance of (i) up to 28,206,152 shares of MediaCo Class A Common Stock, par value $0.01 per share (the “Class A common stock”), upon the exercise of a warrant issued in connection with the Company’s acquisition of certain assets of Estrella and its subsidiaries, and (ii) 7,051,538 shares of MediaCo Class A Common Stock, par value $0.01 per share, upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc. to sell to such subsidiary, equity interests of certain broadcast assets (the “Put Right”).

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On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100% of the equity interests of Estrella and certain subsidiaries of Estrella in exchange for 7,051,538 shares of Class A common stock. As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Reclassifications

Certain amounts in the prior years’ condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“fiscal year 2024”) filed with the SEC on April 15, 2025.

Cash, Cash Equivalents and Restricted Cash

MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash of $2.0 million as of June 30, 2025 and December 31, 2024 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $0.5 million as of June 30, 2025 and December 31, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs (see Note 4 — Intangible Assets and Goodwill for additional information). The Company’s Warrant Shares (as defined in Note 3 — Business Combinations) were classified as a liability as of December 31, 2024 for which the fair value was measured on a recurring basis using Level 2 inputs (see Note 6 — Long-Term Debt, Warrants, and Series B Preferred Stock for additional information) and were reclassified to permanent equity during the quarter ended March 31, 2025. We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs.

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 4 — Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 4 — Intangible Assets and Goodwill for additional information).

The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value as it is variable rate debt.

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Goodwill

As a result of the Estrella Acquisition, the Company recorded $28.3 million of goodwill, which accounts for all goodwill on the condensed consolidated balance sheet as of June 30, 2025, and of which $8.4 million is allocated to our Video Segment and $19.9 million is allocated to our Audio Segment. ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test. We perform this assessment annually as of October 1, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired. Such events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a decline in our market capitalization, operating performance indicators, competition, reorganizations of our business, U.S. Government budget restrictions or the disposal of all or a portion of a reporting unit. Our goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit, which is our business segment level or a level below the business segment. The level at which we test goodwill for impairment requires us to determine whether the operations below the business segment constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results. In the current period, it was not more likely than not that the fair value of each reporting unit was less than its carrying amount. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2024.

Intangible Assets

Indefinite-lived Intangibles

In accordance with ASC Topic 350, “Intangibles—Goodwill and Other,” radio and TV broadcasting licenses are not amortized, but are tested at least annually for impairment at the reporting unit level and unit of accounting level, respectively. We test for impairment annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2024.

Definite-lived Intangibles

The Company’s definite-lived intangible assets consist of software developed internally, customer relationships and programming agreements related to our radio business. These are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company’s future cash flows.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at fair value on the date of issuance, and each balance sheet date thereafter.

Allowance for Credit Losses

An allowance for credit losses is recorded based on management’s judgment of the collectability of trade receivables. When assessing the collectability of receivables, management considers, among other things, customer type (agency versus non-agency), historical loss experience, existing and expected future economic conditions and aging category. Amounts are written off after all normal collection efforts have been exhausted. The activity in the allowance for credit losses for the three and six months ended June 30, 2025 and 2024 was as follows:

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Beginning Balance	$	872	$	378	$	1,079	$	353
Additions Related to Estrella Acquisition	—		496		—		496
Change in Provision	1,520		54		1,313		79
Write Offs	—		(249)		—		(249)
Ending Balance	$	2,392	$	679	$	2,392	$	679

Programming Rights

MediaCo has elected to record programming right assets and liabilities acquired from third parties at the gross amount at inception. These programming rights are amortized based on the estimated number of future showings on a program by program basis over the license term, beginning in the period in which the license period begins and program becomes available for broadcast in accordance with ASC 920, Entertainment - Broadcasters. Program rights expected to be amortized to expense in the following 12-month period are classified as current assets and program rights payable within the following 12-month period are classified as current liabilities. All program rights payable are included in accounts payable and accrued expenses as of June 30, 2025. Amortization expense for the three and six months ended June 30, 2025 was $0.2 million and $0.6 million, respectively, which is included in operating expenses. Amortization expense for both the three and six months ended June 30, 2024 was $0.8 million. These programming rights were primarily related to one agreement which was terminated in February 2025.

Production Costs

MediaCo capitalizes costs for owned television content, including direct costs, production overhead and development costs. Amortization for content predominantly monetized with other owned or licensed content is recorded based on estimated usage. In determining the method of amortization and estimated life, we generally use the method and the life that most closely follow the individual film forecast computation method, in accordance with ASC 926, Entertainment - Films. Program rights expected to be amortized to expense in the following 12-month period are classified as current assets. Amortization expense for both the three and six months ended June 30, 2025 was $0.6 million, which is included in operating expenses. Amortization expense for both the three and six months ended June 30, 2024 was zero.

Advertising Costs

Advertising costs are expensed when incurred. Advertising expenses were $0.1 million and $0.3 million in each of the three and six months ended June 30, 2025 and $0.5 million in each of the three and six months ended June 30, 2024, respectively.

Deferred Revenue and Barter Transactions

Deferred revenue includes makegood liability, deferred barter and other transactions in which payments are received prior to the performance of services (e.g., cash-in-advance advertising). Certain network sales contracts include a guaranteed number of impressions. If the guarantee is not met the Company is obligated to provide additional spots at no charge until the guaranteed number of impressions is met, referred to as a makegood liability. The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of deficiency units. As of June 30, 2025 and December 31, 2024, the makegood liability assumed in the Estrella Acquisition, which is associated with these network sales and contracts, was $8.8 million and $9.2 million, respectively, and is expected to be recognized at any time but likely not to exceed four years. During the three and six months ended June 30, 2025, the Company recognized $1.2 million and $1.7 million, respectively in Revenue. During the three and six months ended June 30, 2024, the Company recognized $0.8 million in Revenue. Barter transactions are recorded at the estimated fair value of the product or service received. Revenue from barter transactions is recognized when commercials are broadcast. The appropriate expense or asset is recognized when merchandise or services are used or received. Barter revenues were $0.8 million and $0.8 million for the three months ended June 30, 2025 and 2024, respectively. Barter revenues were $1.2 million and $1.0 million for the six months ended June 30, 2025 and 2024, respectively Barter expenses were $0.8 million and $0.8 million for the three months ended June 30, 2025 and 2024, respectively. Barter expenses were $1.2 million and $1.0 million for the six months ended June 30, 2025 and 2024, respectively

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Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

Recent Accounting Pronouncements Implemented

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with our fiscal year 2024 annual reporting period, with early adoption permitted. The Company adopted this guidance for annual disclosures for the year ended December 31, 2024 and interim disclosures for the second quarter of 2025. As a result, we have enhanced our segment disclosures. The adoption of this ASU affects only our disclosures, with no impacts to our financial condition and results of operations.

Recent Accounting Pronouncements Not Yet Implemented

In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating this guidance and its impact on the Company's consolidated financial statements and financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our consolidated financial statements, including, but not limited to, our income taxes footnote disclosure.

2. EARNINGS PER SHARE

Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of our Series A Convertible Preferred Stock, $0.01 par value (the “Series A preferred stock” or the “Series A preferred shares”) included rights to participate in dividends and distributions to common shareholders on an if-converted basis, and accordingly were considered participating securities until April 2024, when all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of our Class A common stock. Warrant Shares (as defined in Note 3 — Business Combinations) have the right to participate in distributions on Class A common stock on an as-exercised basis, and accordingly are considered participating securities. During periods of undistributed losses, however, no effect was given to our participating securities since they are not contractually obligated to share in the losses. We have elected to determine the earnings allocation based on income (loss) from operations. For periods with a loss, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders:

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:
Net loss	$	(8,800)	$	(48,307)	$	(17,406)	$	(51,984)
Less: Net income attributable to noncontrolling interests	(278)		(828)		(475)		(828)
Less: Preferred stock dividends	—		(128)		—		(851)



Net loss attributable to common shareholders for basic and diluted earnings per share	(9,078)		(49,263)		(17,881)		(53,663)




Denominator:
Weighted-average shares of common stock outstanding — basic and diluted	79,719		65,415		77,100		45,166








Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:	$	(0.11)	$	(0.75)	$	(0.23)	$	(1.19)

The following convertible equity shares, convertible promissory note shares, option agreement shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2025	2024	2025	2024
Convertible Emmis promissory note	—	8,596	—	9,561

Option agreement shares	1,860	5,734	4,441	2,867
Series A convertible preferred stock	—	6,569	—	24,479
Restricted stock awards	450	590	427	575
Total anti-dilutive shares	2,310	21,489	4,868	37,482

3. BUSINESS COMBINATIONS

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill.

Estrella Acquisition

On April 17, 2024, MediaCo consummated the Estrella Acquisition, pursuant to which it purchased substantially all of the assets of Estrella, other than the Estrella Broadcast Assets, and assumed substantially all of the liabilities of Estrella and its subsidiaries. MediaCo provided the following consideration for the Estrella Acquisition (the “Transaction Consideration”):

aA warrant (the “Warrant”) to purchase up to 28,206,152 shares of our Class A common stock (the “Warrant Shares”);

b60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”),

cA term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and

dAn aggregate cash payment in the amount of approximately $25.5 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses, financed through the First Lien Credit Agreement (as defined below).

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Option Agreement

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo and Estrella entered into an Option Agreement (the “Option Agreement” and, collectively with the Estrella Acquisition and the transactions contemplated by the Network Affiliation Agreement and the Network Program Supply Agreement described below, the “Estrella Transactions”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) MediaCo was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A common stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to MediaCo for the same consideration during a period beginning six months after the date of the closing of the Estrella Transactions (the “Closing Date”) and ending after seven years, which will automatically extend for a renewal term of seven years unless both parties mutually agree otherwise.

Voting and Support Agreement

The Asset Purchase Agreement provides that MediaCo would hold a special meeting of MediaCo shareholders (the “Shareholders Meeting”) to consider approval of the issuance of shares of Class A common stock upon exercise of the Warrant and the issuance of shares of Class A common stock pursuant to the Option Agreement (the “Proposal”). On March 6, 2025, the Company held the Shareholders Meeting, at which the Company’s shareholders voted to approve the issuance of (i) up to 28,206,152 shares of Class A common stock upon the exercise of the Warrant and (ii) 7,051,538 shares of Class A common stock upon the exercise of the option right held by a subsidiary of MediaCo to purchase, or the put right held by Estrella Media, Inc. to sell to such subsidiary, equity interests of certain broadcast assets.

On April 17, 2024, in connection with the Estrella Acquisition, SG Broadcasting LLC (“SG Broadcasting”), the holder of shares of Class A common stock and Class B common stock, par value $0.01 per share (“Class B common stock”), representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo shareholders (including the Shareholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal. The Voting and Support Agreement also includes certain customary restrictions on SG Broadcasting’s ability to transfer its shares of MediaCo stock. The Voting and Support Agreement automatically terminated on March 6, 2025 when the Proposal was approved.

Warrant

In connection with the Estrella Acquisition, MediaCo issued the Warrant. See Note 6 — Long-Term Debt, Warrants, and Series B Preferred Stock for further discussion.

First Lien Term Loan

In order to finance the Estrella Acquisition, MediaCo, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $45.0 million first lien term loan credit facility with White Hawk Capital Partners, LP, as administrative and collateral agent, and various lenders. See Note 6 — Long-Term Debt, Warrants, and Series B Preferred Stock for further discussion.

Second Lien Term Loan

In connection with the consummation of the Estrella Acquisition, MediaCo as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $30.0 million second lien term loan credit facility with HPS Investment Partners, LLC, as administrative and collateral agent, and various financial institutions. The Second Lien Credit Agreement was recorded at its fair value of $26.5 million. See Note 6 — Long-Term Debt, Warrants, and Series B Preferred Stock for further discussion.

Series B Preferred Stock

On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, recorded at its issuance date fair value of $32.0 million, which will be accreted up to the redemption value over the term. See Note 6 — Long-Term Debt, Warrants, and Series B Preferred Stock for further discussion.

Network Affiliation and Supply Agreements

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, MediaCo has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels.

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On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, MediaCo has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels.

Purchase Price Allocation

On April 17, 2024, the Company completed the Estrella Acquisition, accounted for under the acquisition method of accounting in accordance with ASC 805. During the measurement period, the Company identified adjustments to the provisional amounts initially recorded for the fair values of assets acquired and liabilities assumed. These adjustments were made in accordance with the guidance on measurement period adjustments in ASC 805-10-25-13. These measurement period adjustments included changes to the valuation of acquired assets which primarily consisted of a $9.5 million decrease in the fair value of the Estrella Acquisition’s FCC licenses, a $5.6 million decrease in favorable leasehold interests, and a $1.9 million decrease in the Estrella Acquisition’s intangible assets related to customer relationships. These decreases were partially offset by a $1.9 million increase in property and equipment and a $1.1 million increase in other assumed liabilities. Additionally, the Company made certain reclassifications of amounts within this disclosure to conform to the year-end presentation in the consolidated balance sheet. In the aggregate, the Company recorded a net increase of $13.5 million to goodwill for these measurement period adjustments to reflect the final determination of assets acquired and liabilities assumed as shown below.

The accounting for the Estrella Acquisition was completed as of December 31, 2024.

The following tables summarize the fair value of cash and noncash consideration transferred, assets acquired, and liabilities assumed as of the acquisition date:


						Valuation as of April 17, 2024
Cash Consideration						25,499
Noncash Consideration:
Warrants(1)						70,515
Series B Preferred Stock(2)						31,975
Second Lien Term Loan(2)						26,534
Total Noncash Consideration						129,024
Total Consideration						154,523

(1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the closing price on the day prior to close of $2.50.

(2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan using a required yield of 15.23% and 14.14%, respectively.

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						Valuation and Allocation as of April 17, 2024
Cash and cash equivalents						12,484
Accounts receivable, net of allowance for doubtful accounts of $292						16,330
Prepaid expenses and other current assets						2,962
Current programming rights						3,445

Property and equipment, net						19,826
Intangible assets, net						116,658
Right of use assets						38,632
Goodwill						28,338
Noncurrent programming rights						6,852
Deposits and other						690
Assets acquired						246,217

Accounts payable and accrued expenses						25,254

Deferred revenue						9,543
Operating lease liabilities						27,938
Finance lease liabilities						3,029




Other Liabilities						8,301

Liabilities assumed						74,065
Fair value of noncontrolling interests (1)						17,629

Net assets acquired						154,523

(1) Fair value of noncontrolling interests based on 7,051,538 shares of Class A common stock exercisable pursuant to the Option Agreement, valued at the closing price on the day prior to close of $2.50.

Property and equipment is primarily composed of broadcasting equipment and leasehold improvements. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives.

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $13.7 million and will be amortized over the estimated remaining useful lives of 15 years.

The amount allocated to indefinite-lived intangible assets represents the estimated fair values of the FCC licenses of $102.7 million and goodwill of $28.3 million. Goodwill, which is derived from the expanded client base and our ability to provide broader advertising solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and we expect it will be deductible for tax purposes. Goodwill of $8.4 million and $19.9 million from this transaction is allocated to our Video Segment and Audio Segment, respectively.

Variable Interest Entity

As discussed in Note 1 — Summary of Significant Accounting Policies, the Company determined that the Estrella entities holding the Estrella Broadcast Assets represented a VIE in which the Company held a controlling financial interest, as MediaCo was the primary beneficiary of the VIE. Estrella VIE’s assets could have been used only to settle obligations of the Estrella VIE until May 1, 2025 when the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100% of the equity interests of Estrella and certain subsidiaries of Estrella in exchange for 7,051,538 shares of Class A common stock. The carrying amounts of the VIE’s consolidated assets and liabilities included in the condensed consolidated balance sheet are as follows:

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	December 31, 2024
CURRENT ASSETS:
Cash and cash equivalents	$	159

Accounts receivable, net of allowance for doubtful accounts of $42	2,858
Prepaid expenses and other current assets	379

Total current assets	3,396
PROPERTY AND EQUIPMENT, NET	10,298
OTHER INTANGIBLE ASSETS, NET	102,698
OPERATING LEASE RIGHT OF USE ASSETS	3,171

DEPOSITS AND OTHER	579

Total assets	$	120,142
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,072


Deferred revenue	53
Operating lease liabilities	370

Income taxes payable	2,025
Other current liabilities	49

Total current liabilities	5,569

OPERATING LEASE LIABILITIES, NET OF CURRENT	2,427




OTHER NONCURRENT LIABILITIES	6

Total liabilities	8,002
Net assets	$	112,140

The summarized operating results of the VIE are through the date the Put Right was exercised and are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net revenues	$	672	$	3,174	$	2,654	$	3,174
Operating income	278		827		474		827
Net income	278		828		475		828

Unaudited Pro Forma Financial Information

The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the three and six months ended June 30, 2024, as if the acquisition had occurred on January 1, 2024:


	Three Months Ended June 30, (unaudited)			Six Months Ended June 30, (unaudited)
		2024		2024
Net revenues		$	28,722	$	54,649
Net loss before income taxes		(57,721)		(67,110)

The supplemental pro forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of MediaCo and Estrella. The supplemental pro forma financial information does not necessarily represent what the combined companies’ revenue or results of operations would have been had the Estrella Acquisition been completed on January 1, 2024, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining MediaCo and Estrella.

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The unaudited supplemental pro forma financial information reflects primarily pro forma adjustments related to fair value estimates for intangibles, property and equipment, debt, preferred stock, interest expense and amortization of deferred financing costs for the debt and preferred stock issuances to finance the Estrella Acquisition. The unaudited supplemental pro forma financial information includes transaction charges associated with the Estrella Acquisition. There are no material, nonrecurring pro forma adjustments directly attributable to the Estrella Acquisition included in the reported pro forma revenue and net loss income taxes.

4. INTANGIBLE ASSETS AND GOODWILL

As of June 30, 2025 and December 31, 2024, intangible assets and goodwill consisted of the following:


	June 30, 2025		December 31, 2024
Indefinite-lived intangible assets
FCC licenses	$	165,964	$	165,964
Goodwill	28,338		28,338
Definite-lived intangible assets
Customer relationships	10,323		11,675


Software	964		1,138
Other	71		112
Total definite-lived intangible assets, net	$	11,358	$	12,925

Total intangible assets, net and goodwill	$	205,660	$	207,227

Definite-lived intangibles

The following table presents the weighted-average useful life at June 30, 2025, and the gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at June 30, 2025 and December 31, 2024:


		June 30, 2025						December 31, 2024
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	13.8	$	13,704	$	3,381	$	10,323	$	13,704	$	2,029	$	11,675


Software	2.9	1,733		769		964		1,733		595		1,138
Other	1.4	256		185		71		256		144		112
Total		$	15,693	$	4,335	$	11,358	$	15,693	$	2,768	$	12,925

The software was developed internally by our radio operations and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. They cost $1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively. The customer relationships and time brokerage agreements (Other) were acquired as part of the Estrella Acquisition.

Total amortization expense from definite-lived intangible assets for each of the three and six months ended June 30, 2025 and 2024 and included in the depreciation and amortization line item in the condensed consolidated statements of operations was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Amortization expense	$	735	$	852	$	1,567	$	932

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The Company estimates amortization expense each of the next five years as follows:


Year ending December 31,	Amortization Expense
2025 (from July 1)	$	1,440
2026	2,477
2027	1,930
2028	1,398
2029	992
After 2029	3,121
Total	$	11,358

5. REVENUE

The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Certain network sales contracts include a guaranteed number of impressions. If the guarantee is not met, the Company is obligated to provide additional spots at no charge until the guaranteed number of impressions is met, referred to as a makegood liability. The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of deficiency units. As of June 30, 2025, the makegood liability which is associated with these network sales and contracts was $8.8 million and is expected to be recognized at any time but likely not to exceed four years and is included in Deferred revenue in the condensed consolidated financial statements. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the condensed consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues.

Spot Radio & TV Advertising

On-air broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the condensed consolidated balance sheets.

Digital

Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships) to advertisers on Company-owned websites and from revenue generated from content distributed across other digital platforms. Digital revenues are generally recognized as the digital advertising is delivered.

Syndication

Syndication revenue relates to revenue generated from the sale of rights to broadcast shows we produce as well as revenues from syndicated shows we broadcast for a fee. Syndication revenues are generally recognized ratably over the term of the contract.

Events and Sponsorships

Events and Sponsorships revenues principally consist of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event.

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Other

Other revenue includes barter revenue, network revenue, talent fee revenue and other revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. Talent fee revenue are fees earned for appearances by our talent, which is recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related appearance. Other revenue is comprised of brand integrations, custom on-air shows, or other amounts earned that do not fit in any other category and are recognized when our performance obligations are fulfilled.

Disaggregation of revenue

The following table presents the Company's revenues disaggregated by revenue source:


	Three Months Ended June 30, 2025
	Audio		Video		Consolidated
Net revenues:
Spot Radio & TV Advertising	$	12,727	$	6,351	$	19,078
Digital	130		9,319		9,449
Syndication	661		—		661
Events and Sponsorships	401		47		448
Other	1,317		292		1,609
Total net revenues	$	15,236	$	16,009	$	31,245


	Three Months Ended June 30, 2024
	Audio		Video		Consolidated
Net revenues:
Spot Radio & TV Advertising	$	11,912	$	5,800	$	17,712
Digital	913		2,496		3,409
Syndication	688		—		688
Events and Sponsorships	2,051		63		2,114
Other	1,649		630		2,279
Total net revenues	$	17,213	$	8,989	$	26,202


	Six Months Ended June 30, 2025
	Audio		Video		Consolidated
Net revenues:
Spot Radio & TV Advertising	$	23,330	$	11,779	$	35,109
Digital	1,255		17,731		18,986
Syndication	1,314		—		1,314
Events and Sponsorships	637		50		687
Other	2,392		787		3,179
Total net revenues	$	28,928	$	30,347	$	59,275

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	Six Months Ended June 30, 2024
	Audio		Video		Consolidated
Net revenues:
Spot Radio & TV Advertising	$	16,260	$	5,800	$	22,060
Digital	1,775		2,496		4,271
Syndication	1,286		—		1,286
Events and Sponsorships	2,172		63		2,235
Other	2,426		630		3,056
Total net revenues	$	23,919	$	8,989	$	32,908

6. LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK

Long-term debt, Warrant shares, and Series B Preferred Stock was comprised of the following at June 30, 2025 and December 31, 2024:


	June 30, 2025		December 31, 2024

First Lien Term Loans	$	45,000	$	45,000
Second Lien Term Loan	29,200		27,984
Less: Current maturities	(5,000)		—
Less: Unamortized original issue discount and deferred financing costs	(2,502)		(2,812)
Total long-term debt	$	66,698	$	70,172

Warrant Shares	$	—	$	32,155
Series B Preferred Stock	$	38,328	$	35,553

First Lien Term Loans

On April 17, 2024, MediaCo, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $45.0 million first lien term loan credit facilities (the “First Lien Credit Agreement”) with White Hawk Capital Partners, LP, as administrative and collateral agent, and various lenders from time-to-time party thereto. The First Lien Credit Agreement consists of a $35.0 million initial term loan (the “Initial Term Loan”) and delayed draw term loans in an aggregate amount up to $10.0 million (the “Delayed Draw Term Loans”). The first of such Delayed Draw Term Loans of $5.0 million was made on May 2, 2024 and the second of such Delayed Draw Term Loans of $5.0 million was made on July 17, 2024. As of June 30, 2025, there are no available borrowings on the Delayed Draw Term Loans.

In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provided for $7.5 million of additional delayed draw term loans (the “additional Delayed Draw Term Loans”), subject to compliance with certain debt covenants, for Delayed Draw Term Loans, and waived the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. A fee of $0.3 million was paid in conjunction with entering into this amendment. As of June 30, 2025, there are no available borrowings on the Additional Delayed Draw Term Loans and no amounts have been drawn.

The Initial Term Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the initial drawing of such Delayed Draw Term Loan. Loans under the First Lien Credit Agreement are subject to monthly interest payments at a rate of SOFR + 6.00%.

Second Lien Term Loan

On April 17, 2024, in connection with the consummation of the Estrella Acquisition, the Company, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $30.0 million second lien term loan credit facility (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC, as administrative and collateral agent, and various financial institutions from time-to-time party thereto. The Second Lien Credit Agreement was recorded at its fair value of $26.5 million as of April 17, 2024. This amount will be accreted up to the principal balance over the term of the loan and is included in Interest expense, net in the condensed consolidated financial statements.

The 2L Term Loan will mature on April 17, 2029 and is subject to monthly interest payments at a rate of SOFR + 6.00%, of which the 6.00% may be paid-in-kind (“PIK”) at the Company’s election. In 2024, the Company elected to PIK the 6.00% spread monthly.

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Series B Preferred Stock

On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, recorded at its fair value at that time of $32.0 million, which will be accreted up to the redemption value balance over the term. The accretion amount is included in Interest expense, net in the condensed consolidated financial statements. The Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, the ability of MediaCo to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the Series B Preferred Stock, will be subject to certain restrictions.

The holders of the Series B Preferred Stock are not entitled to voting rights on any matter submitted to the shareholders of the Company. Each holder of Series B Preferred Stock will have one vote per share on any matter on which holders of Series B Preferred Stock are entitled to vote separately as a class.

Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to 6.00% of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment. The Series B Preferred Stock is not convertible into any other equity securities of the Company. As the Series B Preferred Stock is mandatorily redeemable after seven years and does not contain an equity conversion option, it is classified as a long-term liability.

Warrant Shares

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of Nasdaq, unless and until shareholder approval. As such, all Warrant Shares were classified as a liability as of December 31, 2024 at their fair value based on the closing price of Class A common stock unless and until shareholder approval was obtained. Such approval was obtained on March 6, 2025. See Note 3 — Business Combinations for additional information. The Warrant terminates September 6, 2025, six months from the date shareholder approval was obtained, at which point, to the extent not fully exercised, the Warrant shall be deemed automatically exercised. For the three months ended March 31, 2025, the Company reclassified the Warrant from a liability classification to equity classification. Subsequent to shareholder approval, the Warrant is now accounted for as permanent equity.

Based on amounts outstanding at June 30, 2025, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below:


Year ended December 31,	First Lien Term Loans		Second Lien Term Loan		Series B Preferred Stock		Total Payments
Remainder of 2025 (from July 1)	$	—	$	—	$	—	$	—
2026	10,000		—		—		10,000
2027	2,625		2,250		—		4,875
2028	3,500		3,000		—		6,500
2029	28,875		24,750		—		53,625
After 2029	—		—		60,000		60,000
Total	$	45,000	$	30,000	$	60,000	$	135,000

7. COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

8. INCOME TAXES

The effective tax rate for the six months ended June 30, 2025 and 2024 was (3)% and (1)%, respectively. Our effective tax rate for the six months ended June 30, 2025 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

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ASC Subtopic 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that reaches greater than 50% likelihood of being realized upon ultimate settlement. In 2023, we recorded approximately $390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of June 30, 2025, the amount of interest accrued was approximately $82 thousand, which did not include the federal tax benefit of interest deductions.

9. LEASES

We have operating leases for office space and tower space expiring at various dates through December 2047 and finance leases for broadcast tower space expiring in March 2029. Some leases have options to extend and some have options to terminate. Operating leases are included in lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets. Finance leases are included in lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in our condensed consolidated balance sheets.

We elected not to apply the recognition requirements of ASC 842, Leases, to short-term leases, which are deemed to be leases with a lease term of 12 months or less. Instead, we recognized lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. We elected this policy for all classes of underlying assets. Short-term lease expense recognized during both the three months ended June 30, 2025 and 2024 was not material.

The impact of operating leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating lease cost	$	1,983	$	1,773	$	4,022	$	2,407
Operating cash flows from operating leases	1,645		1,263		3,359		1,543
Right-of-use assets obtained in exchange for additional operating lease liabilities from lease modification	457		—		457		—


	June 30, 2025		December 31, 2024
Weighted average remaining lease term - operating leases (in years)	12.5		12.8
Weighted average discount rate - operating leases	11.6	%	11.6	%

The impact of finance leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Finance lease cost	$	226	$	199	$	456	$	199
Cash flows from finance leases	193		124		380		124


	June 30, 2025		December 31, 2024
Weighted average remaining lease term - finance leases (in years)	3.8		4.2
Weighted average discount rate - finance leases	11.3	%	11.3	%

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As of June 30, 2025, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2025 (from July 1)	$	3,527
2026	7,170
2027	7,010
2028	6,959
2029	6,725
After 2029	56,569
Total lease payments	87,960
Less imputed interest	(44,331)
Total recorded operating lease liabilities	$	43,629

As of June 30, 2025, the annual minimum lease payments of our finance lease liabilities were as follows:


Year ending December 31,
2025 (from July 1)	$	389
2026	799
2027	831
2028	864
2029	218
After 2029	—
Total lease payments	3,101
Less imputed interest	(573)
Total recorded finance lease liabilities	$	2,528

10. RELATED PARTY TRANSACTIONS

Estrella Put Right

On March 6, 2025, the shareholders of MediaCo approved the Proposal and the Put Right became exercisable for 7,051,538 shares of Class A common stock.

On May 1, 2025, the Put Right was exercised by Estrella Media, Inc. and MediaCo acquired 100% of the equity interests of Estrella and certain subsidiaries of Estrella. As a result of the exercise of the Put Right, Estrella became a wholly owned subsidiary of the Company. See Note 1 — Summary of Significant Accounting Policies.

Transaction Agreement with Emmis and SG Broadcasting

On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share.

Convertible Promissory Note

As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount of $5.0 million. Through December 31, 2023, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balance outstanding as of December 31, 2023 was $6.5 million. The Emmis Convertible Promissory Note matured on November 25, 2024 and was settled in cash.

The Company recognized interest expense of $0.2 million and $0.4 million related to the Emmis Convertible Promissory Note for the three and six months ended June 30, 2024.

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Convertible Preferred Stock

On December 13, 2019, in connection with the sale of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of Series A preferred stock. In April 2024, all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of Class A common stock.

Prior to being converted, the Series A preferred stock ranked senior in preference to the Class A common stock, Class B common stock, and the MediaCo Class C common stock, par value $0.01 per share. Pursuant to the Articles of Amendment that established the terms of the Series A preferred stock, issued and outstanding shares of Series A preferred stock accrued cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company, or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof.

Dividends on Series A preferred stock held by SG Broadcasting were $0.1 million and $0.9 million for the three and six months ended June 30, 2024.

Consulting Agreements & Other Activity

In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $125 per hour. One of the agreements, billed at a rate of $8,400 per month expired on May 31, 2024. Two of the agreements billed at rates of $6,000 and $12,000 per month were extended through September 30, 2024. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. For the three and six months ended June 30, 2024, $0.1 million and $0.3 million of fees were incurred related to these agreements. These agreements were terminated as of September 30, 2024.

In March 2024, we made payments of $15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO.

On October 29, 2024, the Company and Standard Media Group LLC (“SMG”) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”). Under the Leasing Agreement, the Company will obtain the services of several SMG employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. The Leasing Agreement is an at-cost arrangement, with the Company paying only for a percentage of the actual cost of employing each leased employee, with no markup or service fees above the Company’s share of the actual fully-loaded cost of each leased employee. For the three and six months ended June 30, 2025, $0.2 million and $0.3 million of fees were incurred related to this agreement and $0.3 million was unpaid for both the three and six months ended June 30, 2025.

On April 17, 2025, the Company and Paducah Television Operations LLC (“PTO”), a subsidiary of SMG, entered into a Support Agreement, effective as of April 17, 2025 (the “PTO Support Agreement”) and continues for a term of six months unless terminated earlier by either party with 30 days written notice. Under the PTO Support Agreement, the Company will provide operational support to PTO, including, but not limited to, finance and legal assistance, human resources, sales, and production of certain marketing materials. In return for providing these services, the Company will receive payment at the mutually agreed upon rate. For the three and six months ended June 30, 2025, $0.6 million of fees were earned related to this agreement and is recorded in other income on the condensed consolidated statements of operations. $0.6 million of these fees were still owed to the Company as of June 30, 2025.

11. SEGMENT INFORMATION

The Company revised its segment information as of December 31, 2024 to reflect the adoption of ASU 2023-07 and certain changes resulting from our periodic review of factors relevant to how the chief operating decision maker (“CODM”) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting. The Company’s CODM is the Chief Executive Officer. The CODM primarily uses operating income (loss) to evaluate the financial performance of each segment and make resource allocation decisions. We currently manage our operations through two business segments: (i) Audio, and (ii) Video. The Company’s Audio Segment includes both MediaCo’s and Estrella’s radio stations serving New York City, NY, Los Angeles, CA, Houston, TX, and Dallas, TX demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers. The Audio Segment derives revenues primarily from radio and digital advertising sales, but also generates revenues from events, including sponsorships and ticket sales, licensing, and syndication. The Company’s Video Segment includes Estrella’s television stations offering a unique aggregation of Spanish-language programming, including originals, topical entertainment, reality, news, and comedy. The Video Segment’s revenue is primarily derived from television and digital advertising. The Company’s television stations serve Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL.

These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses, including transaction costs, are not allocated to reportable segments. The Company groups activities that are not considered operating segments in the “Other” category. The Company’s segments operate exclusively in the United States.

The accounting policies as described in the Summary of Significant Accounting Policies included in Note 1 to these condensed consolidated financial statements are applied consistently across segments.

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Three Months Ended June 30, 2025	Audio		Video		Corporate and other(1)		Consolidated
Net revenues	$	15,236	$	16,009	$	—	$	31,245
Operating expenses	15,910		18,864		—		34,774
Depreciation and amortization	872		825		—		1,697
Other segment items(2)	3		2		1,554		1,559
Operating income (loss)	$	(1,549)	$	(3,682)	$	(1,554)	$	(6,785)


Three Months Ended June 30, 2024	Audio		Video		Corporate and other(1)		Consolidated
Net revenues	$	17,213	$	8,989	$	—	$	26,202
Operating expenses	19,077		15,570		—		34,647
Depreciation and amortization	417		1,014		—		1,431
Other segment items(2)	5		—		3,445		3,450
Operating loss	$	(2,286)	$	(7,595)	$	(3,445)	$	(13,326)


Six Months Ended June 30, 2025	Audio		Video		Corporate and other(1)		Consolidated
Net revenues	$	28,928	$	30,347	$	—	$	59,275
Operating expenses	27,844		36,142		—		63,986
Depreciation and amortization	1,796		1,670		—		3,466
Other segment items(2)	142		2		3,147		3,291
Operating income (loss)	$	(854)	$	(7,467)	$	(3,147)	$	(11,468)


Six Months Ended June 30, 2024	Audio		Video		Corporate and other(1)		Consolidated
Net revenues	$	23,919	$	8,989	$	—	$	32,908
Operating expenses	25,727		15,570		—		41,297
Depreciation and amortization	550		1,014		—		1,564
Other segment items(2)	5		—		6,835		6,840
Operating loss	$	(2,363)	$	(7,595)	$	(6,835)	$	(16,793)
(1) Corporate and other is not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.
(2) Audio’s other segment items consist of loss on disposal of assets. Corporate other segment items include corporate expenses including expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.

Assets by reportable segment were as follows:


Total Assets	Audio		Video		Corporate and other(3)		Consolidated
June 30, 2025	$	186,465	$	125,749	$	2,936	$	315,150
December 31, 2024	198,310		122,748		4,443		325,501
(3) Corporate and other is not an operating segment. Corporate and other assets primarily include cash and cash equivalents.

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12. SUBSEQUENT EVENTS

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted and includes a variety of changes to U.S. income tax and related laws. Among other things, the OBBBA makes changes to certain business-related exclusions, deductions and credits. The effect of the OBBBA will be recorded in the third quarter of fiscal 2025, as a change in tax law is accounted for in the period of enactment. The new legislation has multiple effective dates, with certain provisions effective in 2025 and others in the future. While the Company continues to assess the impact of the tax provisions of the OBBBA on its condensed consolidated financial statements, the Company currently believes that the tax provisions of the legislation are not expected to have a material impact on the Company’s financial position or statement of operations.

On August 8, 2025, the Company’s shareholders approved the 2025 Equity Incentive Plan (“Plan”), authorizing the issuance of up to five million shares of Class A common stock. The Plan replaces the 2020 and 2021 Equity Incentive Plans. The new Plan includes provisions for stock options, restricted stock units, and performance-based awards.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note on Forward-Looking Information: You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. Certain statements included in this Quarterly Report or in the financial statements contained herein that are not statements of historical fact, including but not limited to those identified with the words “expect,” “believes,” “should,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

•Potential conflicts of interest with SG Broadcasting and our status as a “controlled company”;

•Our ability to operate as a standalone public company and to execute on our business strategy;

•Our ability to compete with, and integrate into our operations, new media channels, such as digital video, live video streaming, YouTube, and other real-time media delivery;

•Our ability to continue to sell advertising time or exchange advertising time for goods or services;

•Our ability to use market research, advertising and promotions to attract and retain audiences;

•U.S. regulatory requirements for owning and operating media broadcasting channels and our ability to maintain regulatory licenses granted by the FCC;

•Pending U.S. regulatory requirements for paying royalties to performing artists;

•Inflation and interest rate risk;

• A potential recession, economic downturn, and stagflation;

• The impact of a potential temporary federal government shutdown and other political developments, including

immigration, political protests or unrest, boycotts, or other social and political developments;

• Increased technology costs and supply chain issues;

•Industry and economic trends within the U.S. radio and television industry, generally, and in the markets in which we operate, in particular;

•Changes in U.S. and global economies and financial markets, including economic activity, employment levels, global trade relations, new or increased tariffs imposed by the U.S. and foreign governments and other factors driving trade uncertainty;

• The effect of such economic conditions on advertising activity;

•Our ability to successfully attract and retain on-air talent;

•Our ability to successfully produce and distribute on-air programming;

•Our ability to maintain and expand distribution platforms and station affiliations;

•Our ability to finance our operations or to obtain financing on terms that are favorable to MediaCo;

•Our ability to successfully complete and integrate acquisitions, including the recent transactions with Estrella Broadcasting, Inc. and any future acquisitions;

•The accuracy of management’s estimates and assumptions on which the Company’s financial projections are based; and

•Other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

For a more detailed discussion of these and other risk factors, see the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. MediaCo does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

GENERAL

The following discussion pertains to MediaCo Holding Inc. and its subsidiaries (collectively, “MediaCo” or the “Company”).

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We own and operate two radio stations located in New York City, which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its eight free ad-supported television (“FAST”) channels - EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales. See Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition.

We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales are the primary component of our consolidated revenues. These rates are in large part based on our stations’ ability to attract audiences in demographic groups targeted by their advertisers. The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™ as well as providing television programming ratings services for the EstrellaTV network and the Estrella variable interest entity (“VIE”) local television stations. Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.

Our revenues vary throughout the year. Revenue and operating income are usually lowest in the first calendar quarter, partly because retailers cut back their advertising spending immediately following the holiday shopping season.

In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations. These barter transactions are recorded at the estimated fair value of the product or service received. We generally confine the use of such trade transactions to promotional items or services for which we would otherwise have paid cash. In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.

The following table summarizes the sources of our revenues for the three and six months ended June 30, 2025 and 2024. The category “Other” includes, among other items, revenues related to network revenues and barter.


(dollars in thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2025		% of Total	2024		% of Total	2025		% of Total	2024		% of Total
Net revenues:
Spot Radio & TV Advertising	$	19,078	61	$	17,712	68	$	35,109	59	$	22,060	67
Digital	9,449		30	3,409		13	18,986		33	4,271		13
Syndication	661		2	688		3	1,314		2	1,286		4
Events and Sponsorships	448		1	2,114		8	687		1	2,235		7
Other	1,609		6	2,279		8	3,179		5	3,056		9
Total net revenues	$	31,245		$	26,202		$	59,275		$	32,908

Roughly 20% of our expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt. Our costs that do not vary as much in relation to revenue are mostly in our programming and general and administrative departments, such as talent costs, rating fees, rents, utilities and salaries. Lastly, our costs that are highly discretionary are costs in our marketing and promotions department, which we primarily incur to maintain and/or increase our audience and market share.

KNOWN TRENDS AND UNCERTAINTIES

The U.S. traditional radio and television broadcasting industries are mature industries and their growth rates have stalled. Management believes this is principally the result of two factors: (i) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio, television and other traditional media and created a proliferation of advertising inventory and (ii) the fragmentation of the radio and television audiences and time spent listening and viewing caused by satellite radio, audio and video streaming services, and podcasts has led some investors and advertisers to conclude that the effectiveness of broadcast advertising has diminished.

Our network and stations have aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by capitalizing on the rapidly growing FAST marketplace through several operated channels, creating highly interactive direct-to-consumer (“D2C”) apps and websites with content that engages our audience and harnessing the power of digital video on our D2C platforms, YouTube, and connected TV publishers, vMVPDs and OEMs.

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As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths. We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so. As part of the Estrella Acquisition integration, we developed a plan to close and relocate certain studio and marketing operations. In fulfilling this plan, we incurred involuntary termination costs of $0.2 million and $0.5 million in the three and six months ended June 30, 2025, respectively, included in operating expenses on our condensed consolidated statements of operations included elsewhere in this report.

MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest accrued and paid on the Emmis Convertible Promissory Note to increase prior to its maturity in November 2024 as well as providing uncertainty on our First Lien Term Loan and Second Lien Term Loan, which have variable interest rates. Although the Federal Reserve cut its benchmark rate several times in 2024, it has indicated a slower pace of rate reductions in 2025 due to persistent inflationary pressures. While the Federal Reserve has signaled a bias toward eventually lowering rates further it has also indicated that additional rate increases in the future may be necessary if inflation remains elevated, and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate, or that it will reduce the current rate, in the future.

CRITICAL ACCOUNTING ESTIMATES

During the six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025.

We have considered information available to us as of the date of issuance of these financial statements and are not aware of any specific events or circumstances that would require an update to our estimates or judgments, or a revision to the carrying value of our assets or liabilities. Our estimates may change as new events occur and additional information becomes available, and our actual results may differ materially from our previously disclosed estimates.

RESULTS OF OPERATIONS

Executive Summary

The following discussion and analysis of the financial condition and results of operations of MediaCo Holding Inc. and its consolidated subsidiaries should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere herein.

The key developments in our business for the three and six months ended June 30, 2025 are summarized below:

•Net revenues of $31.2 million increased $5.0 million, or 19%, during the three months ended June 30, 2025 compared to net revenues of $26.2 million during the three months ended June 30, 2024.

•Net revenues of $59.3 million increased $26.4 million, or 80%, during the six months ended June 30, 2025 compared to net revenues of $32.9 million during the six months ended June 30, 2024.

•Operating loss of $6.8 million decreased $6.5 million, or 49%, during the three months ended June 30, 2025 compared to operating loss of $13.3 million during the three months ended June 30, 2024.

•Operating loss of $11.5 million decreased $5.3 million, or 32%, during the six months ended June 30, 2025 compared to operating loss of $16.8 million during the six months ended June 30, 2024.

•Net loss of $8.8 million decreased $39.5 million, or 82%, during the three months ended June 30, 2025 compared to net loss of $48.3 million during the three months ended June 30, 2024.

•Net loss of $17.4 million decreased $34.6 million, or 67%, during the six months ended June 30, 2025 compared to net loss of $52.0 million during the six months ended June 30, 2024.

•Cash flows used in operating activities decreased by $23.8 million, or 96%, during the six months ended June 30, 2025 to $0.9 million compared to cash flows used in operating activities of $24.7 million during the six months ended June 30, 2024.

•Adjusted EBITDA for the three months ended June 30, 2025 was $1.8 million increasing 134% compared to Adjusted EBITDA of $(5.2) million for the three months ended June 30, 2024.

•Adjusted EBITDA for the six months ended June 30, 2025 was $2.9 million increasing 165% compared to Adjusted EBITDA of $(4.5) million for the six months ended June 30, 2024.

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Consolidated Operating Data

The following table sets forth a summary of each of the Company’s components of operating expense as a percentage of net revenue for the three months and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
(Dollars in thousands)	Amount		%	Amount		%	Amount		%	Amount		%
NET REVENUES	$	31,245	100	$	26,202	100	$	59,275	100	$	32,908	100
OPERATING EXPENSES:
Operating expenses	34,774		111	34,647		132	63,986		108	41,297		125
Corporate expenses	1,554		5	3,445		13	3,147		5	6,835		21
Depreciation and amortization	1,697		5	1,431		5	3,466		6	1,564		5
Loss on disposal of assets	5		—	5		—	144		—	5		—
Total operating expenses	38,030			39,528			70,743			49,701
OPERATING LOSS	$	(6,785)		$	(13,326)		$	(11,468)		$	(16,793)

Three-Month and Six-Month Periods Ended June 30, 2025 compared to June 30, 2024


	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
(Dollars in thousands)	2025		2024		$	%	2025		2024		$	%
NET REVENUES	$	31,245	$	26,202	5,043	19	$	59,275	$	32,908	26,367	80
OPERATING EXPENSES:
Operating expenses	34,774		34,647		127	—	63,986		41,297		22,689	55
Corporate expenses	1,554		3,445		(1,891)	(55)	3,147		6,835		(3,688)	(54)
Depreciation and amortization	1,697		1,431		266	19	3,466		1,564		1,902	122
Loss on disposal of assets	5		5		—	N/A	144		5		139	2780
Total operating expenses	38,030		39,528		(1,498)	(4)	70,743		49,701		21,042	42
OPERATING LOSS	(6,785)		(13,326)		6,541	(49)	(11,468)		(16,793)		5,325	(32)
OTHER INCOME (EXPENSE):
Interest expense, net	(3,855)		(3,782)		(73)	2	(7,609)		(3,918)		(3,691)	94
Change in fair value of warrant shares liability	—		(31,027)		31,027	N/A	—		(31,027)		31,027	N/A
Other income	2,119		10		2,109	21090	2,230		20		2,210	11050

Total other expense	(1,736)		(34,799)		33,063	(95)	(5,379)		(34,925)		29,546	(85)
LOSS BEFORE INCOME TAXES	(8,521)		(48,125)		39,604	(82)	(16,847)		(51,718)		34,871	(67)
PROVISION FOR INCOME TAXES	279		182		97	53	559		266		293	110
NET LOSS	$	(8,800)	$	(48,307)	39,507	(82)	$	(17,406)	$	(51,984)	34,578	(67)

Net revenues:

Net revenues increased during the three and six months ended June 30, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition in April 2024.

Operating expenses:

Operating expenses decreased during the three months ended June 30, 2025 primarily due to decreases in employee costs, events, computer, security and general insurance expenses partially offset, by increases in bad debt and TV expenses.

Operating expenses increased during the six months ended June 30, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition.

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Corporate expenses:

Corporate expenses decreased for the three and six months ended June 30, 2025 primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.

Depreciation and amortization:

Depreciation and amortization expense increased during the three and six months ended June 30, 2025 primarily related to the Estrella Acquisition. Depreciation and amortization expenses excluding expenses related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2025.

Loss on disposal of assets:

The loss on disposal of assets remained consistent quarter over quarter for the three months ended June 30, 2025, compared to the same period in 2024.

Loss on disposal of assets increased for the six months ended June 30, 2025 primarily due to the disposal of certain fixed assets, while there were no such disposals in 2024.

Operating loss:

See “Net revenues,” “Operating expenses,” “Corporate expenses,” “Depreciation and amortization,” and “Loss on disposal of assets” above.

Interest expense, net:

Interest expense increased during the three and six months ended June 30, 2025 due to the additional long-term debt related to the Estrella Acquisition.

Other income:

Other income increased during the three and six months ended June 30, 2025 compared to the prior year primarily because of a one-time employee retention tax credit received, income from managed services agreements where the Company is providing accounting and other services, and subleasing income from one of our facilities which began in the first quarter of 2025.

Provision for income taxes:

Provision for income taxes increased during the three and six months ended June 30, 2025 compared to the prior year due to tax amortization of the Company’s historical and newly acquired indefinite-lived intangibles, along with the impact of filing in additional state jurisdictions as a result of the Estrella Acquisition. See Note 8 — Income Taxes in our condensed consolidated financial statements included elsewhere in this report for additional details.

Consolidated net loss:

The decrease in consolidated net loss was primarily due to the Estrella Acquisition. See “Net revenues,” “Operating expenses,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,” “Provision for income taxes,” and “Other income” above for additional details.

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Performance by Business Segment

Audio Segment

The Company’s Audio Segment includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition. Revenue, Operating expenses and Segment Operating Loss for our Audio Segment were as follows:


	Audio Segment
	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2025		2024		2025		2024
Net Revenues	$	15,236	$	17,213	$	28,928	$	23,919
Operating Expenses	16,785		19,499		29,782		26,282
Segment Operating Loss	$	(1,549)	$	(2,286)	$	(854)	$	(2,363)

Revenue and operating expenses from our Audio Segment decreased $2.0 million and $2.7 million, respectively, during the three months ended June 30, 2025 compared to the same period in 2024, driven primarily as a result of the decrease in event revenue and decreases in payroll and event expenses.

Revenue and operating expenses from our Audio Segment increased $5.0 million and $3.5 million, respectively, during the six months ended June 30, 2025 compared to the same period in 2024, driven primarily as a result of the new assets acquired in the Audio segment as part of the Estrella Acquisition.

Video Segment

The Company’s Video Segment includes the results of the EstrellaTV network and all of the Estrella MediaCo television operations, including digital. Revenue, Operating expenses and Segment Operating Loss for our Video Segment were as follows:


	Video Segment
	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2025		2024		2025		2024
Net Revenues	$	16,009	$	8,989	$	30,347	$	8,989
Operating Expenses	19,691		16,584		37,814		16,584
Segment Operating Loss	(3,682)		(7,595)		(7,467)		(7,595)

Revenue and operating expenses from our Video Segment increased $7.0 million and $3.1 million, respectively, during the three months ended June 30, 2025 compared to the same period in 2024, were due to increases in digital revenue and increases in impression expense, partially offset by decreases in payroll expense.

Revenue and operating expenses from our Video Segment increased $21.4 million and $21.2 million, respectively, during the six months ended June 30, 2025 compared to the same period in 2024, were due to the new assets acquired as part of the Estrella Acquisition.

Corporate and other

Operating expenses related to Corporate and other decreased to $1.6 million for the three months ended June 30, 2025 compared to $3.4 million for the three months ended June 30, 2024, primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.

Operating expenses related to Corporate and other decreased to $3.1 million for the six months ended June 30, 2025 compared to $6.8 million for the six months ended June 30, 2024, primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.

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Non-GAAP Financial Measures

Reconciliations of Net Loss to EBITDA and Adjusted EBITDA(1)


		Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)		2025		2024		2025		2024
Net Loss		$	(8,521)	$	(48,125)	$	(17,406)	$	(51,984)
Provision for income taxes		279		182		559		266
Interest expense, net		3,855		3,782		7,609		3,918
Depreciation and amortization		1,697		1,431		3,466		1,564
EBITDA		$	(2,690)	$	(42,730)	$	(5,772)	$	(46,236)
Loss on disposal of assets		5		5		144		5
Change in fair value of warrant shares liability		—		31,027		—		31,027
Other income		(2,119)		(10)		(2,230)		(20)
Other adjustments		6,595		6,486		10,776		10,725
Adjusted EBITDA(1)		$	1,791	$	(5,222)	$	2,918	$	(4,499)

(1)	We define Adjusted EBITDA as consolidated Operating loss adjusted to exclude restructuring expenses, business combination transaction costs, unusual and non-recurring expenditures and non-cash compensation included within operating expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Loss on disposal of assets, change in fair value of warrant shares liability and Other income. Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Provision for income taxes, Interest expense, net, Depreciation and amortization, Loss on disposal of assets, Change in fair value of warrant shares liability, Other income, and Other adjustments. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and operating income. It is also a primary measure used by management in evaluating companies as potential acquisition targets. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. We believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry. Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, operating loss or net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating loss and compared with consolidated net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operations. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, and acquisitions. Management anticipates the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, and projected cash flows from operations.

At June 30, 2025, the Company had cash, cash equivalents and restricted cash of $5.4 million and negative working capital of $32.3 million. At December 31, 2024, the Company had cash, cash equivalents and restricted cash of $6.9 million and negative working capital of $18.0 million. The increase in negative working capital was driven by the cancellation of certain programming rights contracts reducing the current portion of programming rights as well as increased accounts payable and accrued expenses, accrued salaries and commissions, and deferred revenue, partially offset by increased accounts receivable.

As part of its business strategy, the Company continually evaluates potential acquisitions of businesses that it believes hold promise for long-term appreciation in value and leverage our strengths. Any potential acquisitions have the potential to impact our liquidity position.

Operating Activities

Cash flows used in operating activities were $0.9 million for the six months ended June 30, 2025, compared to $24.7 million for the six months ended June 30, 2024. The decrease in cash used in operating activities was mainly attributable to improved operating income driven by transaction costs incurred in the prior year that were not incurred in the current year and focus on cash management.

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Investing Activities

Cash flows used in investing activities were $0.3 million for the six months ended June 30, 2025, primarily attributable to cash paid for various capital projects. Cash flows used in investing activities were $7.0 million for the six months ended June 30, 2024, primarily attributable to the Estrella acquisition, capital expenditures related to a new digital platform project, and the build out of our new space for corporate offices.

Financing Activities

Cash flows used in financing activities were $0.3 million for the six months ended June 30, 2025, attributable to finance lease principal payments and settlement of tax withholding obligations. Cash flows provided by financing activities were $37.0 million for the six months ended June 30, 2024, attributable to proceeds from the First Lien Term Loan, partially offset by payments of debt issuance costs and settlement of tax withholding obligations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q is properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company's controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at June 30, 2025. Based on such evaluation, our CEO and CFO concluded that, at June 30, 2025, our disclosure controls and procedures were not effective as a result of the previously identified material weaknesses disclosed below.

Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Internal Control over Financial Reporting

In connection with management’s evaluation of the effectiveness of internal control over financial reporting for the year ended December 31, 2024, management determined that the Company’s internal control over financial reporting was not effective due to the material weakness described below.

We did not design and maintain effective controls over the accounting for the Company’s business combination with Estrella. This included lack of appropriate oversight of third-party valuation specialists and insufficient design and implementation of controls over the completeness and accuracy of data and certain assumptions used in the valuation of intangible assets. We also did not maintain sufficiently competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations.

Management, with the oversight of the Audit Committee, is working to remediate the material weaknesses in internal control over financial reporting and is taking steps to improve the internal control environment. The remediation efforts include:

•Hiring additional competent and qualified technical accounting and financial reporting personnel with appropriate knowledge and experience of U.S. GAAP and SEC financial reporting requirements;

•Training of new personnel and existing personnel in new roles on proper execution of designed control procedures;

•Designing and implementing controls over nonroutine and complex transactions, including reviews of third-party specialist work and information used in the operation of the controls; and

•Engaging third party experts to assist in analyzing and concluding on complex accounting matters.

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The material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate. If not remediated, the material weakness could result in material misstatements to our annual or interim consolidated financial statements that may not be prevented or detected on a timely basis or result in a delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation activities listed above, there has been no change in our internal control over financial reporting during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the opinion of management of the Company there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

ITEM 1A. RISK FACTORS

In addition to the information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in such Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of the Company's directors and officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2025.

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ITEM 6. EXHIBITS

(a)Exhibits.

The following exhibits are filed or incorporated by reference as a part of this report (unless otherwise indicated, the file number with respect to each filed document is 001-39029):

Exhibit
Number

Exhibit Description

Filed Herewith

Incorporated by Reference

Form

Period Ending

Exhibit

Filing Date

31.1

Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act

31.2

Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act

32.1

Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 thereunto duly authorized.


	MEDIACO HOLDING INC.

Date: August 11, 2025	By:	/s/ Debra DeFelice
		Debra DeFelice
		Chief Financial Officer and Treasurer

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Mediaco Holding Inc. 10-Q