NASDAQ: SGA

To complement our broadcast platform, we offer a range of digital advertising services that are typically integrated with radio campaigns. These services include paid search advertising, targeted digital display advertising, streaming advertising, social media advertising, online video advertising, website-based advertising, on-line news services and other related digital marketing services. By combining broadcast audience reach with digital targeting and measurement capabilities, we are able to provide advertisers with coordinated marketing campaigns designed to increase awareness, drive consumer engagement and support measurable marketing outcomes.

Our digital advertising services are supported by a centralized team of digital implementation specialists who work in conjunction with local market personnel to execute and optimize campaigns. We are continuing to invest in our growing digital platform by hiring and training digital campaign managers to work alongside our local sales teams to assist with campaign implementation, performance monitoring and client reporting. Corporate personnel are responsible for training, vendor relationships, product development and the establishment of best practices across markets.

We continue to concentrate on the development of strong decentralized local management responsible for day-to-day operations, community engagement and advertiser relationships within each of our markets. We compensate local management based on the station’s financial performance, as well as other performance factors that are deemed to affect the long-term ability of the markets to serve their local communities and to achieve financial performance objectives. Corporate management remains responsible for long-range planning, strategic initiatives, resource allocation and oversight of operating performance.

Under the Telecommunications Act of 1996 (the “Telecommunications Act”), we are permitted to own up to eight radio stations in a single market. See “Federal Regulation of Radio Broadcasting”. We seek to acquire reasonably priced broadcast properties with significant growth potential that are located in markets with well-established and relatively stable economies. We often focus on local economies supported by a strong presence of state or federal government or

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one or more major universities. Future acquisitions will be subject to the availability of financing, the terms of our credit facility, and compliance with the Communications Act of 1934 (the “Communications Act”) and Federal Communications Commission (“FCC”) rules (the Communications Act and the FCC rules are sometimes referred to herein as “Communication Laws”.

On September 30, 2025, the FCC released a notice for public rule making, seeking comment on whether the Local Radio Ownership Rule remains necessary to further public interest. The FCC has also recently granted waivers to allow ownership of more radio stations in a market than the rules currently allow. A change to ownership rules or potential waivers may allow the Company to improve its ownership position in certain strategic markets.

Advertising Sales

Our primary source of revenue continues to be the sale of advertising to local and national businesses seeking to reach consumers in the markets we serve. Traditionally this revenue has been generated through advertising on our broadcast radio stations; however, we increasingly provide advertisers with integrated advertising campaigns that combine broadcast radio with complementary digital marketing services.

Depending on the format of a particular radio station, there are a predetermined number of advertisements broadcast each hour. We determine the number of advertisements broadcast hourly that can maximize a station’s available revenue dollars without jeopardizing listening levels. Our digital campaigns by contrast, are complementary and are not limited by available airtime. Advertising rates are based primarily on supply and demand for advertising time, a station’s ability to attract audiences within the demographic groups targeted by advertisers, the number of stations in the market competing for the same audience, and other qualitative factors including rates charged by competing stations within a given market.

Our integrated advertising approach allows advertisers to extend the reach of their broadcast campaigns through digital channels that target consumers during various stages of the purchasing process. These services include paid search advertising, targeted digital display advertising, streaming advertising, social media advertising, online video advertising, website-based advertising, on-line news services and other related digital marketing services.

Our digital advertising services are supported by a centralized team of digital implementation specialists who work in conjunction with local market personnel to execute and optimize campaigns. These teams oversee campaign setup, targeting, budgeting, optimization and reporting. Creative assets used in digital campaigns will be produced by local creative specialists using a combination of traditional production techniques and automated creative tools.

Advertising campaigns that combine broadcast and digital components allow advertisers to increase awareness through radio while also engaging consumers across digital platforms where they search for information, visit websites or evaluate purchasing decisions. Campaign performance is monitored throughout the duration of the advertising schedule and clients are typically provided periodic performance reports which may include impressions, clicks, website visits, calls generated and other indicators of campaign performance.

Approximately $102,984,000 or 91% of our gross revenue for the year ended December 31, 2025 (approximately $106,302,000 or 88% in fiscal 2024) was generated from the sale of local advertising. Additional revenue is generated from the sale of national advertising, network compensation payments, barter and other miscellaneous transactions. In all of our markets, we attempt to maintain a local sales force that is generally larger than our competitors. The principal goal in our sales efforts is to develop long-standing customer relationships through frequent direct contacts, which we believe represents a competitive advantage. We also typically provide incentives to our sales staff to seek out new opportunities resulting in the establishment of new client relationships, as well as new sources of revenue, not directly associated with the sale of broadcast time.

Each of our stations also engages independent national sales representatives to assist us in obtaining national advertising revenues. These representatives obtain advertising through national advertising agencies and receive a commission from us based on our net revenue from the advertising obtained. Total gross revenue resulting from national

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advertising in fiscal 2025 was approximately $10,423,000 or 9% of our gross revenue (approximately $13,889,000 or 12% in fiscal 2024). Gross national political revenue is included in these numbers.

Approximately $16,947,000 or 15% of our gross revenue for the year ended December 31, 2025 (approximately $14,221,000 or 12% in fiscal 2024) was generated from our digital services which include paid search advertising, targeted digital display advertising, streaming advertising, social media advertising, online video advertising, website-based advertising, on-line news services and other related digital marketing services. Local digital gross revenue accounts for approximately 12% and 10% of gross revenue for the years ended December 31, 2025 and 2024, respectively. National digital gross revenue accounts for approximately 3% and 2% of our gross revenue for the years ended December 31, 2025 and 2024, respectively.

Competition

Radio broadcasting is a highly competitive business. Our stations compete for listeners and advertising revenues directly with other radio stations and other media within their markets, on the basis of program content and by employing on-air talent which appeals to a particular demographic group. By building a strong listener base in each of our markets, we are able to attract advertisers seeking to reach these listeners.

Advertisers today have a wide range of marketing options available to them across broadcast, digital and other media channels. As a result, we compete not only with other radio broadcasters but also with satellite radio, streaming of audio and video on the internet, broadcast and cable television, newspapers, magazines, outdoor advertising, direct mail and a growing number of digital advertising providers. These digital competitors include local and regional marketing agencies, national digital advertising firms and large technology platforms that provide advertising services directly to businesses.

We believe our established local market involvement and long-standing relationships with advertisers provide us with a competitive advantage in offering integrated advertising solutions that combine broadcast reach with digital targeting capabilities. Many digital advertising providers operate primarily through automated platforms and may offer limited local market knowledge or direct client service. By contrast, our local sales teams maintain direct relationships with advertisers and work with centralized digital specialists to deliver coordinated marketing campaigns across multiple media channels and our on-air personalities have earned credibility with consumers in our markets that we believe translate into increased marketing efficacy.

This integrated approach allows us to compete for a broader share of advertising expenditures within the markets we serve by offering advertisers a combination of broadcast audience reach and digital marketing solutions designed to extend and reinforce the effectiveness of their campaigns.

Seasonality

Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, is generally lowest in the first quarter. Further, our revenue from political ads tend to vary significantly with national, state and local election cycles.

Environmental Compliance

As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business. There can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require us to make significant expenditures of funds.

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Human Capital Resources

Our key human capital management objectives are to attract, develop and retain top industry talent that reflects the diversity of the communities in which we broadcast. To support this goal, our human resources programs are designed to develop talent to prepare for key roles and leadership positions for the future; reward employees through competitive industry pay, benefits and other programs, instill our culture with a focus on ethical behavior and enhance our employees’ performance through investment in current technology, tools and training to enable our employees to operate at a high level.

As of December 31, 2025, we had approximately 580 full-time employees and 199 part-time employees, none of whom are represented by unions. We believe that our relations with our employees are good.

We employ several high-profile personalities with large loyal audiences in their respective markets. We have entered into employment and non-competition agreements with our President/Chief Executive Officer and with some of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives.

We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our management teams are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a code of conduct that sets standards for appropriate ethical behavior.

Available Information

You can find more information about us at our Internet website www.sagacom.com. Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge on our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).

Federal Regulation of Radio Broadcasting

Introduction. The ownership, operation and sale of radio stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority granted by the Communications Act. Among other things, the FCC assigns frequency bands for broadcasting; determines the particular frequencies, locations and operating power of stations; issues, renews, revokes and modifies station licenses; determines whether to approve changes in ownership or control of station licenses; regulates equipment used by stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations; and has the power to impose penalties for violations of the Communications Laws. For additional information on the impact of FCC regulations and the introduction of new technologies on our operations, see “Forward Looking Statements” and “Risk Factors” contained elsewhere in this report.

The following is a brief summary of certain provisions of the Communications Laws. Reference should be made to the Communications Act, FCC rules (Title 47 Code of Federal Regulation, Chapter I, Subchapters A and C) and the public notices and rulings of the FCC for further information concerning the nature and extent of federal regulation of broadcast stations.

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License Renewal. Radio broadcasting licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC. Under its “two-step” renewal process, the FCC must grant a renewal application if it finds that during the preceding term the licensee has served the public interest, convenience and necessity, and there have been no serious violations of the Communications Laws which, taken together, would constitute a pattern of abuse. If a renewal applicant fails to meet these standards, the FCC may either deny its application or grant the application on such terms and conditions as are appropriate, including renewal for less than the full 8-year term. In making the determination of whether to renew the license, the FCC may not consider whether the public interest would be served by the grant of a license to a person other than the renewal applicant. If the FCC, after notice and opportunity for a hearing, finds that the licensee has failed to meet the requirements for renewal and no mitigating factors justify the imposition of lesser sanctions, the FCC may issue an order denying the renewal application, and only thereafter may the FCC accept applications for a construction permit specifying the broadcasting facilities of the former licensee. Petitions may be filed to deny the renewal applications of our stations, but any such petitions must raise issues that would cause the FCC to deny a renewal application under the standards adopted in the “two-step” renewal process. Failure to renew a license could have a material adverse effect on the Company’s business. Radio station licenses generally expire along with the licenses of all other radio stations in a given state. The FCC accepts renewal applications for various groups of radio stations every two months. The last cycle, having begun in June 2019, concluded for the Company’s stations in June 2022. All the Company’s renewal applications were routinely granted by the FCC. In January 2018 and again in February 2022, the FCC designated the renewal applications of radio stations (not the Company’s) for hearing based on the stations’ records of extended periods of silence during and following their respective license renewal terms. Under the Communications Act, if a broadcast station fails to transmit signals for any consecutive 12-month period, the FCC license expires at the end of that period, unless the FCC exercises its discretion to extend or reinstate the license “to promote equity and fairness.” The FCC, to date, has rarely exercised such discretion. Further, the FCC has revoked the licenses of broadcast stations that failed to pay regulatory fees. The Company is current in the payment of regulatory fees to the FCC.

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The following table sets forth information about our radio stations, including the markets they serve, their format, and the FCC class of each of the broadcast stations that we own or operate with an attributable interest and the date on which each such station’s FCC license expires:

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Station

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FCC Station

​

Expiration Date of

​ ​ ​

Station

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Market (1)

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Format

​ ​ ​

Class (2)

​ ​ ​

FCC Authorization

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​

​

​

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​

​

​

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FM:

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​

​

​

​

WOXL

Asheville, NC

Hot Adult Contemporary

​

C2

​

December 1, 2027

​

WTMT

Asheville, NC

Classic Rock

​

C2

​

December 1, 2027

​

KISM

Bellingham, WA

Classic Rock

​

C

​

February 1, 2030

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KAFE

Bellingham, WA

Adult Contemporary

​

C

​

February 1, 2030

​

WRSY

Brattleboro, VT

Adult Album Alternative

​

A

​

April 1, 2030

​

WKVT

Brattleboro, VT

Classic Hits

​

A

​

April 1, 2030

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WQEL

Bucyrus, OH

Classic Rock

​

A

​

October 1, 2028

​

WLRW

Champaign, IL

Hot Adult Contemporary

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B

​

December 1, 2028

​

WIXY

Champaign, IL

Country

​

B1

​

December 1, 2028

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WREE

Champaign, IL

Classic Hits

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B1

​

December 1, 2028

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WYXY

Champaign, IL

Classic Country

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B

​

December 1, 2028

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WAVF

Charleston, SC

Adult Variety Hits

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C

​

December 1, 2027

​

WCKN

Charleston, SC

Country

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C1

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December 1, 2027

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WMXZ

Charleston, SC

Hot Adult Contemporary

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C2

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December 1, 2027

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WXST

Charleston, SC

Urban Adult Contemporary

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C1

​

December 1, 2027

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WWWV

Charlottesville, VA

Classic Rock

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B

​

October 1, 2027

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WQMZ

Charlottesville, VA

Adult Contemporary

​

A

​

October 1, 2027

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WCNR

Charlottesville, VA

Adult Album Alternative

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A

​

October 1, 2027

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WCVL

Charlottesville, VA

Country

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A

​

October 1, 2027

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WCVQ

Clarksville, TN/Hopkinsville, KY

Hot Adult Contemporary

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C1

​

August 1, 2028

​

WZZP

Clarksville, TN/Hopkinsville, KY

Active Rock

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A

​

August 1, 2028

​

WVVR

Clarksville, TN/Hopkinsville, KY

Country

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C0

​

August 1, 2028

​

WRND

Clarksville, TN/Hopkinsville, KY

Classic Hits

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A

​

August 1, 2028

​

WSNY

Columbus, OH

Adult Contemporary

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B

​

October 1, 2028

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WNNP

Columbus, OH

Classic Hits

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A

​

October 1, 2028

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WNND

Columbus, OH

Classic Hits

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A

​

October 1, 2028

​

WVMX

Columbus, OH

Hot Adult Contemporary

​

A

​

October 1, 2028

​

WLVQ

Columbus, OH

Classic Rock

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B

​

October 1, 2028

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KSTZ

Des Moines, IA

Hot Adult Contemporary

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C

​

February 1, 2029

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KIOA

Des Moines, IA

Classic Hits

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C1

​

February 1, 2029

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KAZR

Des Moines, IA

Active Rock

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C1

​

February 1, 2029

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KOEZ

Des Moines, IA

Soft Adult Contemporary

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C1

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February 1, 2029

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WHAI

Greenfield, MA

Adult Contemporary

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A

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April 1, 2030

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WPVQ

Greenfield, MA

Country

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A

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April 1, 2030

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WMQR

Harrisonburg, VA

Hot Adult Contemporary

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B1

​

October 1, 2027

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WQPO

Harrisonburg, VA

Top 40

​

B

​

October 1, 2027

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WSIG

Harrisonburg, VA

Classic Country

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B1

​

October 1, 2027

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WWRE

Harrisonburg, VA

Classic Hits

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A

​

October 1, 2027

​

WOEZ

Hilton Head Island, SC

Soft Adult Contemporary

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C3

​

December 1, 2027

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WLHH

Hilton Head Island, SC

Classic Hits

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C3

​

December 1, 2027

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WVSC

Hilton Head Island, SC

Adult Variety Hits

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C3

​

December 1, 2027

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WYXL

Ithaca, NY

Adult Contemporary

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B

​

June 1, 2030

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WQNY

Ithaca, NY

Country

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B

​

June 1, 2030

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WIII

Ithaca, NY

Classic Rock

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B

​

June 1, 2030

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WFIZ

Ithaca, NY

Top 40

​

A

​

June 1, 2030

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Station

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FCC Station

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Expiration Date of

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Station

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Market (1)

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Format

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Class (2)

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FCC Authorization

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KEGI

Jonesboro, AR

Classic Rock

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C2

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June 1, 2028

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KDXY

Jonesboro, AR

Country

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C3

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June 1, 2028

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KJBX

Jonesboro, AR

Adult Contemporary

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C3

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June 1, 2028

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WKNE

Keene, NH

Hot Adult Contemporary

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B

​

April 1, 2030

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WSNI

Keene, NH

Adult Contemporary

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A

​

April 1, 2030

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WINQ

Keene, NH

Country

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A

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April 1, 2030

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WASK

​

Lafayette, IN

​

Classic Hits

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A

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August 1, 2028

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WKHY

​

Lafayette, IN

​

Active Rock

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B

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August 1, 2028

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WKOA

​

Lafayette, IN

​

Country

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A

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August 1, 2028

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WXXB

​

Lafayette, IN

​

Top 40

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A

​

August 1, 2028

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WZID

Manchester, NH

Adult Contemporary

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B

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April 1, 2030

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WMLL

Manchester, NH

Country

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A

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April 1, 2030

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WKLH

Milwaukee, WI

Classic Rock

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B

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December 1, 2028

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WHQG

Milwaukee, WI

Active Rock

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B

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December 1, 2028

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WRXS

Milwaukee, WI

Oldies

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A

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December 1, 2028

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WJMR

Milwaukee, WI

Urban Adult Contemporary

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A

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December 1, 2028

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KMIT

Mitchell, SD

Country

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C1

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April 1, 2029

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KUQL

Mitchell, SD

Classic Hits

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C1

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April 1, 2029

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WNOR

Norfolk, VA

Active Rock

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B

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October 1, 2027

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WAFX

Norfolk, VA

Classic Rock

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C

​

October 1, 2027

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WOGK

Ocala, FL

Country

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C0

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February 1, 2028

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WYND

Ocala, FL

Classic Rock

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A

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February 1, 2028

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WNDD

Ocala, FL

Classic Rock

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A

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February 1, 2028

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WRSI

Northampton, MA

Adult Album Alternative

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A

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April 1, 2030

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WPOR

Portland, ME

Country

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B

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April 1, 2030

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WCLZ

Portland, ME

Adult Album Alternative

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B

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April 1, 2030

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WMGX

Portland, ME

Hot Adult Contemporary

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B

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April 1, 2030

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WYNZ

Portland, ME

Classic Hits

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B1

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April 1, 2030

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KICD

Spencer, IA

Country

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C1

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February 1, 2029

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KMRR

Spencer, IA

Adult Contemporary

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C3

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February 1, 2029

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WLZX

Springfield, MA

Active Rock

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A

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April 1, 2030

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WAQY

Springfield, MA

Classic Rock

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B

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April 1, 2030

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WYMG

Springfield, IL

Classic Rock

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B

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December 1, 2028

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WLFZ

Springfield, IL

Country

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B

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December 1, 2028

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WDBR

Springfield, IL

Top 40

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B

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December 1, 2028

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WTAX

Springfield, IL

News/Talk

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B1

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December 1, 2028

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WNAX

Yankton, SD

Country

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C1

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April 1, 2029

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​

​

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​

​

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AM:

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​

​

​

​

​

​

​

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WISE

Asheville, NC

Sports/Talk

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B

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December 1, 2027

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KGMI

Bellingham, WA

News/Talk

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B

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February 1, 2030

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KPUG

Bellingham, WA

Sports/Talk

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B

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February 1, 2030

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WINQ

Brattleboro, VT

Country

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C

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April 1, 2030

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WBCO

Bucyrus, OH

Classic Country

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D

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October 1, 2028

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WSPO

Charleston, SC

Gospel

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B

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December 1, 2027

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WINA

Charlottesville, VA

News/Talk

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B

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October 1, 2027

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WQEZ

Clarksville, TN/Hopkinsville, KY

Soft Adult Contemporary

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D

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August 1, 2028

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WKFN

Clarksville, TN/Hopkinsville, KY

Sports/Talk

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D

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August 1, 2028

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Station

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FCC Station

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Expiration Date of

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Station

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Market (1)

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Format

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Class (2)

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FCC Authorization

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WNZE

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Clarksville, TN

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News/Talk

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C

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August 1, 2028

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KRNT

Des Moines, IA

Sports/Talk

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B

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February 1, 2029

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KPSZ

Des Moines, IA

Christian

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B

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February 1, 2029

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WIZZ

Greenfield, MA

Oldies

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D

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April 1, 2030

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WSVA

Harrisonburg, VA

News/Talk

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B

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October 1, 2027

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WHBG

Harrisonburg, VA

Sports/Talk

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D

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October 1, 2027

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WHCU

Ithaca, NY

News/Talk

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B

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June 1, 2030

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WNYY

Ithaca, NY

Oldies

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B

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June 1, 2030

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WKBK

Keene, NH

News/Talk

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B

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April 1, 2030

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WZBK

Keene, NH

Classic Hits

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D

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April 1, 2030

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WASK

​

Lafayette, IN

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Sports/Talk

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C

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August 1, 2028

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WFEA

Manchester, NH

News/Talk

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B

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April 1, 2030

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WJOI

Milwaukee, WI

Christian

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C

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December 1, 2028

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WHMP

Northampton, MA

News/Talk

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C

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April 1, 2030

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WGAN

Portland, ME

News/Talk

​

B

​

April 1, 2030

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WZAN

Portland, ME

Classic Country

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B

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April 1, 2030

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WBAE

Portland, ME

Soft Adult Contemporary

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C

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April 1, 2030

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WVAE

Portland, ME

Soft Adult Contemporary

​

C

​

April 1, 2030

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KICD

Spencer, IA

News/Talk

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C

​

February 1, 2029

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WTAX

Springfield, IL

News/Talk

​

C

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December 1, 2028

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WNAX

Yankton, SD

News/Talk

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B

​

April 1, 2029

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(1)Some stations are licensed to a different community located within the market that they serve.

(2)In order of increasing power, AM stations are classified as: Class D, C, B or A. (See Title 47 C.F.R. §73.21 for a definition of AM station class information, including operating power.) In order of increasing power and antenna height, FM stations are classified as: Class A, B1, C3, B, C2, C1, C0 or C. (See Title 47 C.F.R. §73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WISE, KPSZ, KPUG, KGMI, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime. WBCO, WQEZ, WKFN, WHBG, and WZBK are “Class D” stations that operate daytime only or with greatly reduced power at night.

Ownership Matters. The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without prior FCC approval. In determining whether to grant or renew a broadcast license, the FCC considers factors including compliance with the Act’s limitations on alien ownership; rules limiting common ownership of broadcast, cable, and newspaper properties, and the “character” and other qualifications of the licensee and those holding attributable or cognizable interests.

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Under Section 310(b) of the Communications Act, broadcast licenses may not be granted to any corporation if more than one-fifth (20%) of its issued and outstanding capital stock is owned or voted by aliens (including non-U.S. corporations), foreign governments or their representatives (collectively, “Aliens”). The Communications Act also prohibits – absent FCC waiver - a corporation from holding a broadcast license if it is controlled, directly or indirectly, by another corporation in which more than 25% of the issued and outstanding capital stock is owned or voted by Aliens. These restrictions apply in modified form to other business organizations, such as partnerships. As a holding company for our radio station subsidiaries we cannot have more than 25% of our stock owned or voted by Aliens.

The FCC has adopted rules extending to broadcast licensees the same foreign ownership review procedures used for common carrier wireless licensees, with broadcast-specific modifications. On January 30, 2026, the FCC released a Report and Order (FCC 26-3) adopting new policies for reviewing proposals under Section 310(b)(4) that seek approval for foreign ownership exceeding 15% of an entity that owns or controls a broadcast licensee. The FCC delegated authority to its Media Bureau to issue processing guidelines for applications filed during any remedial process. These guidelines address:

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(1)Routine applications (e.g., special temporary authority, minor modifications) that continue to be processed in the normal course; and

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(2)Non-routine applications (e.g., major modifications, license renewals, assignments/transfers of control) that require heightened scrutiny.

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The FCC concluded that flexible guidelines, rather than rigid rules, are preferable to allow case-by-case approaches based on specific facts and circumstances.

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Under the current framework, a broadcast licensee may file a petition for declaratory ruling under Title 47 U.S.C. Section 310(b)(4) to request:

(1)approval of up to and including 100% aggregate foreign ownership of its controlling U.S. parent;

(2)approval for a proposed, controlling foreign investor to increase its equity and/or voting interests in the U.S. parent up to 100% in the future (without a new petition), even if the initial controlling interest is less than 100%; and

(3)approval for a named non-controlling foreign investor to increase its equity and/or voting interests to up to 49.99% (non-controlling) in the future.

Specific approval is generally required only for foreign individuals or entities holding more than 5% ownership (or, in certain cases, more than 10%). Once granted, a foreign ownership ruling applies to all current and future radio and television broadcast licenses held or acquired by the licensee and its covered subsidiaries and affiliates, regardless of service (AM, FM, TV) or geographic location.

For publicly traded licensees and controlling U.S. parents (such as the Company), the rules provide a methodology to determine foreign ownership based on information that is “known or reasonably should be known” in the ordinary course of business.

They also formalize the FCC’s practice of recognizing good-faith compliance efforts when non-compliance results solely from circumstances beyond the licensee’s control that were not known or reasonably foreseeable.

Separately, on January 30, 2026, the FCC adopted an R&O (FCC 26-2), Protecting Our Communications Networks by Promoting Transparency Regarding Foreign Adversary Control. This requires the Company to certify whether it is owned or controlled by a “foreign adversary” (defined as the People’s Republic of China, Cuba, Iran, North Korea, Russia, or Venezuela under Nicolás Maduro). Entities certifying yes must disclose ownership interests of 10% or greater held by a foreign adversary, describe the nature of any control, and report airtime leased to a foreign adversary. At present, no foreign adversary owns or controls the Company or leases airtime on our stations.

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We are permitted to own an unlimited number of radio stations on a nationwide basis (subject to the local ownership restrictions described below).

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Under the rules, the number of radio stations one party may own in a local Nielsen Audio-rated radio market is determined by the number of full-power commercial and noncommercial educational (“NCE”) radio stations in the market as determined by Nielsen Audio and BIA Advisory Services, LLC d/b/a BIA/Kelsey. Radio markets that are not Nielsen Audio rated are determined by analysis of the broadcast coverage contours of the radio stations involved.

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Under the Communications Act, and the FCC’s “Local Radio Ownership Rule,” we are permitted to own radio stations (without regard to the audience shares of the stations) based upon the number of full-power commercial and NCE radio stations in the relevant radio market as follows:

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Number of Stations

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In Radio Market

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Number of Stations We Can Own

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14 or Fewer

Total of 5 stations, not more than 3 in the same service (AM or FM), except the Company cannot own more than 50% of the stations in the market.

15-29

Total of 6 stations, not more than 4 in the same service (AM or FM).

30-44

Total of 7 stations, not more than 4 in the same service (AM or FM).

45 or More

Total of 8 stations, not more than 5 in the same service (AM or FM).

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On February 2, 2026, the FCC’s Media Bureau granted a waiver of the Local Radio Ownership Rule to permit a party owning four full-power FM stations to acquire two more full-power FM stations in a market size that would ordinarily restrict one party to four full-power (AM or FM) stations. The FCC considers each petition seeking a waiver of the Local Radio Ownership Rule on a case-by-case basis.

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The FCC is required by the Telecommunications Act of 1996 to review its media ownership rules every four years to determine whether they remain “necessary in the public interest as the result of competition.” The FCC’s 2010/2014 Quadrennial Review Order on Reconsideration, 32 FCC Rcd 9802 (2017), modified the FCC’s media ownership rules by: (1) eliminating the newspaper/broadcast cross-ownership and radio/television cross-ownership rules; (2) revising the local television ownership rule by eliminating the “eight voices” test and permitting applicants to seek the combination of two top-four ranked stations in a given market on a case-by-case basis; and (3) deeming joint sales agreements between television stations to be non-attributable. In FCC v. Prometheus Radio Project, 141 S. Ct. 1150 (2021), the U. S. Supreme Court reversed a decision of the Court of Appeals for the Third Circuit which had vacated the FCC’s 2017 order. On December 12, 2018, the FCC adopted a Notice of Proposed Rulemaking (“NPRM”) to initiate the 2018 Quadrennial Review proceeding. On June 4, 2021, the FCC released a Public Notice seeking to refresh the record in the 2018 Quadrennial Review proceeding. (Hereinafter, the acronym “R&O” means an FCC “Report and Order.”) In its R&O 2018 Quadrennial Regulatory Review—Review of the Commission’s Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, FCC 23-117, released December 26, 2023, the FCC found that its existing rules, with some minor modifications, remain necessary in the public interest. The FCC retained the “dual network rule” and the “local radio ownership rule,” the latter of which was modified only to make permanent the interim contour-overlap methodology long used to determine ownership limits in areas outside the boundaries of defined Nielsen Audio Metro markets and in Puerto Rico. The FCC retained its local television ownership rule with adjustments to reflect changes that have occurred in the television marketplace to update the methodology for determining station ranking within a market to better reflect current industry practices, and expanded the existing prohibition on use of affiliation to circumvent the restriction on acquiring a second top-four ranked station in a market. Three parties filed Petitions for Review of the FCC’s R&O in the Fifth, Eighth, and Eleventh U. S. Circuit Courts of Appeal. The cases were consolidated in Zimmer Radio of Mid-Missouri, Inc. v. FCC, 145 F.4th 828 (2025) a unanimous decision vacating and remanding two aspects of the R&O relative to television broadcasting but upholding the Local Radio Ownership Rule.

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On September 30, 2025, the FCC released an NPRM, (FCC 25-64), seeking comment on whether the Local Radio Ownership Rule remains necessary to further the public interest. The FCC is also seeking comment on the Local Radio Ownership Rule's role in the audio marketplace and its impact on the public interest and whether the existing rule limiting the ability or potential of broadcast radio to deliver public interest benefits to listeners. The Company cannot predict what action, if any, the FCC may take as a result of this NPRM.

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Before completing the 2018 Quadrennial Review, on December 22, 2022, the FCC released a Public Notice (DA 22-1364) commencing the 2022 Quadrennial Review and began accepting comments and reply comments. The Company cannot predict whatever action the courts may take with respect to the R&O or the FCC may take with respect to the 2022 Quadrennial Review.

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On January 20, 2025, President Donald Trump was inaugurated and signed numerous Executive Orders, some of which could affect the FCC. Revisions occurring as a result of the change of Administration, the Courts and FCC proceedings are ongoing and we cannot predict what action, if any, Administration, the Courts or the FCC may take to further modify the FCC rules. Due to changes in local radio markets, the ownership of some of our radio stations, in the future, could exceed the current ownership limits imposed by the Local Radio Ownership Rule. Their current ownership structure is “grandfathered” by the FCC. Absent a waiver, it might not be possible to sell all of them as currently configured in “clusters” to a single purchaser. The statements herein are based solely on the FCC’s multiple ownership rules in effect as of the date hereof and do not include any forward-looking statements concerning compliance with any future multiple ownership rules.

The FCC’s rules required all commercial broadcasters to file a “biennial” ownership report by December 1, 2025, describing the ownership of their stations as of October 1, 2025, but the Public Notice released July 29, 2025, the FCC waived the biennial ownership report filing requirement and set a new filing deadline of June 1, 2027, or until further notice, whichever comes first. The FCC eliminated the prior requirement to file with the FCC paper copies of certain agreements, corporate organization documents, and the like. Instead, a broadcaster is required to upload copies of these documents to the station’s online public inspection file (“OPIF”), or provide a list of such documents and make them available to a requesting party. The FCC generally applies its ownership limits to “attributable” interests held by an individual, corporation, partnership or other association. In the case of corporations holding broadcast licenses, the interests of officers, directors and those who, directly or indirectly, have the right to vote 5% or more of the corporation’s stock (or 20% or more of such stock in the case of certain passive investors that are holding stock for investment purposes only) are generally attributable, as are positions of an officer or director of a corporate parent of a broadcast licensee. Currently, one of our directors has an attributable interest or interests in companies applying for or licensed to operate broadcast stations other than the Company.

The FCC’s ownership attribution rules (a) apply to limited liability companies and registered limited liability partnerships the same attribution rules that the FCC applies to limited partnerships; and (b) include an equity/debt plus (“EDP”) rule that attributes the other media interests of an otherwise passive investor if the investor is (1) a “major-market program supplier” that supplies over 15% of a station’s total weekly broadcast programming hours, or (2) a same-market media entity subject to the FCC’s multiple ownership rules (including broadcasters, cable operators and newspapers) so that its interest in a licensee or other media entity in that market will be attributed if that interest, aggregating both debt and equity holdings, exceeds 33% of the total asset value (equity plus debt) of the licensee or media entity. We could be prohibited from acquiring a financial interest in stations in markets where application of the EDP rule would result in us having an attributable interest in the stations.

In addition to the FCC’s multiple ownership rules, the Antitrust Division of the United States Department of Justice and the Federal Trade Commission and some state governments have the authority to examine proposed transactions for compliance with antitrust statutes and guidelines. The Antitrust Division has issued “civil investigative demands” and obtained consent decrees requiring the divestiture of stations in a particular market based on antitrust concerns.

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Programming and Operation. The Communications Act requires broadcasters to serve the “public interest.” Licensees are required to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. Complaints from listeners concerning a station’s programming often will be considered by the FCC when it evaluates renewal applications of a licensee, although such complaints may be filed at any time and generally may be considered by the FCC at any time. Stations also must follow various rules promulgated under the Communications Laws that regulate, among other things, political advertising, sponsorship identification, the advertisement of contests and lotteries, obscene and indecent broadcasts, and technical operations, including limits on radio frequency radiation. In 2020, the FCC entered into a Consent Decree with Sinclair Broadcast Group, which agreed to pay a $48 million dollar fine to settle issues related to sponsorship identification violations, among other matters. The FCC also entered into a Consent Decree with Cumulus Radio to settle violations of the sponsorship identification requirements in connection with the broadcast of issue ads promoting a construction project in New Hampshire. In an Order and Consent Decree, Townsquare Media, Inc., DA 24-54, released January 17, 2024, the licensee of AM radio stations in Idaho agreed to pay a civil penalty of $500,000 to resolve an investigation into violations of the FCC’s rules relating to on-air sponsorship identification and the maintenance of online political files. “Payola” is the unreported payment to—or acceptance by—employees of broadcast stations, program producers, or program suppliers of any valuable consideration to achieve airplay for any programming. On February 6, 2025, the FCC’s Enforcement Bureau released an “Enforcement Advisory,” Covert Manipulation of Radio Airplay Based on Artist Participation in Promotions or Events Violates FCC Payola Rules, which reminded broadcast licensees that a practice known as payola is not only a violation of the United States Criminal Code, but may also subject broadcasters to sanctions under the Communications Act. The “Enforcement Advisory” addresses payola in connection with the covert manipulation of radio airplay by a broadcast station licensee or broadcast station personnel based on an artist’s agreement to participate in a broadcast station’s promotion or event, sometimes without receiving any compensation or expense reimbursement for the appearance. The Company does not engage in such prohibited conduct. The Communications Act requires those persons who have paid, accepted, or agreed to pay or accept such consideration to report that fact to the station licensee before the involved matter is broadcast. In turn, the Communications Act requires the licensee to announce that the matter contained in the program is paid for, and to disclose the identity of the person furnishing the consideration. The Company complies with these requirements. There are other examples of FCC enforcement action for violation of the sponsorship identification requirements. A licensee that broadcasts or advertises information about a contest it conducts must fully and accurately disclose the material terms of the contest, and conduct the contest substantially as announced or advertised over the air or on the Internet. The disclosure of material terms must be made by either periodic disclosures broadcast on the station or written disclosures on the station's Internet web site. Violation of the rule can result in significant fines. In 2020, the FCC fined a broadcaster $5,200 for failing to conduct its contests as advertised by failing to award prizes in a timely manner. Another licensee entered into a Consent Decree with the FCC, paying a fine of $125,000 for, among other things, predetermining the outcome of a contest. The FCC requires the owners of antenna supporting structures (towers) to register them with the FCC. As an owner of such towers, our subsidiaries are subject to the registration requirements. On January 13, 2020, the FCC released an Order confirming a Consent Decree whereby the owner of several antenna structures agreed to pay the government a civil penalty of $1,130,000 and develop a Compliance Plan requiring reports for two years as a result of (1) failing to conduct required daily inspections of the lighting systems at 10 towers, (2) failing to completely log lighting failures at 7 towers, and (3) failing to timely notify the FCC of its acquisition of two towers. In 2017, the FCC eliminated the broadcast main studio rule. The FCC retained the requirement that stations maintain a local or toll-free telephone number to ensure consumers have ready access to their local stations. The FCC’s rules require cable operators, direct satellite TV providers, broadcast radio licensees, and satellite radio licensees to post public inspection files to the FCC's online database (the “OPIF” referred to above) rather than maintaining them in a local public inspection file. The FCC believes posting these files to the OPIF renders the materials more widely accessible to the public. The Company’s radio stations post their public inspection files to the FCC’s website. The FCC has warned licensees of possible enforcement action if these files are found not to be in compliance at the time of license renewal. Because of inadvertent untimely posting to the OPIF of certain political records at stations owned by one of the Company’s subsidiaries, that subsidiary was obliged to enter into a Consent Decree with the FCC (FCC Order, DA 20-1263, released October 26, 2020). The Consent Decree required Company employees responsible for performing, supervising, overseeing, or managing activities related to the maintenance of online political files to thoroughly understand the Company’s obligation to comply with laws regulating political broadcasting and to promptly report to the FCC any noncompliance with those laws. The affected subsidiary filed a report with the FCC on December 8, 2021, regarding its record of compliance with the political laws and the Company’s obligations under the Consent Decree terminated as of February 7, 2022. The FCC has promulgated

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rules governing the publication of local notice of the filing of certain broadcast applications. FCC licensees, like the Company’s subsidiaries, must maintain a tab on their station websites where the public can view the OPIF and a tab where notices describing pending applications must be posted, rather than printing such notices in local newspapers. In an NPRM, Priority Application Review for Broadcast Stations that Provide Local Journalism or Other Locally Originated Programming, FCC 24-1 (MB Docket No. 24-14), released January 17, 2024, the FCC proposed to prioritize processing review of certain applications filed by broadcast stations that certify that they provide locally originated programming. The FCC stated that the program would be “voluntary”. If the rules were to become effective, and the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such certifications had been earlier processed. However, there is some risk in certifying since competitors or members of the public might file adverse petitions challenging the accuracy of such certifications. The FCC sought comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective. In an NPRM, Disclosure and Transparency of Artificial Intelligence-Generated Content in Political Advertisements, MB Docket No. 24-211, released July 25, 2024, the FCC proposed to require radio stations (among other FCC licensees and regulatees) to provide an on-air announcement for all political ads that include Artificial Intelligence (“AI”) generated content disclosing the use of such content in the ad. The FCC also proposed to require these licensees to include a notice in their OPIFs for all political ads that include AI-generated content disclosing that the ad contains such content. The Company cannot predict whether the proposed rules will be adopted, and if so, their effect on the Company.

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The Company is required to pay (1) FCC filing fees in connection with its applications and (2) annual regulatory fees determined by the number and character of the radio stations the Company owns as of October 1 of each prior year. The Company timely paid its regulatory fees for Fiscal Year 2025.

Equal Employment Opportunity Rules. Equal employment opportunity (EEO) rules and policies for broadcasters prohibit discrimination by broadcasters and multichannel video programming distributors. They also require broadcasters to provide notice of job vacancies and to undertake additional outreach measures, such as job fairs and scholarship programs. The rules mandate a “three prong” outreach program; i.e., Prong 1: widely disseminate information concerning each full-time (30 hours or more) job vacancy, except for vacancies filled in exigent circumstances; Prong 2: provide notice of each full-time job vacancy to recruitment organizations that have requested such notice; and Prong 3: complete two (for broadcast employment units with five to ten full-time employees or that are located in smaller markets) or four (for employment units with more than ten full-time employees located in larger markets) longer-term recruitment initiatives within a two-year period. These include, for example, job fairs, scholarship and internship programs, and other community events designed to inform the public as to employment opportunities in broadcasting. The rules mandate extensive record keeping and reporting requirements. In 2017, the FCC issued a Declaratory Ruling permitting broadcast stations to use the internet for job postings as their sole means of recruiting employees (so long as the postings reach all segments of the station’s community). The EEO rules are enforced through review at renewal time, and through random audits and targeted investigations resulting from information received as to possible violations. The FCC has not yet decided on whether and how to apply the EEO rule to part-time positions. Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of “short” (less than the full eight-year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license. The U.S. Court of Appeals for the D.C. Circuit (MD/DC/DE Broadcasters Association v. FCC, Case No. 1094, 236 F.3d 13 (2001); rehearing denied, 253 F. 3d 732 (2001), cert. denied, 534 U.S. 1113 (2002)) vacated certain aspects of the EEO requirements. The FCC in 2004 adopted revised regulations regarding the filing of Form 395-B (which collected race, ethnicity and gender data for each covered licensee’s employees within specified job categories) and updated the form. However, the requirement that broadcasters once again submit the form to the FCC was suspended until issues were resolved regarding confidentiality of the employment data. On February 22, 2024, the FCC released its Fourth R&O, Order on Reconsideration, and Second Further Notice of Rulemaking, FCC 24-18, reinstating the filing of Form 395-B. The National Religious Broadcasters, the American Family Association, and the Texas Association of Broadcasters filed Petitions for Review of the Fourth R&O in the U. S. Court of Appeals for the Fifth Circuit. On May 19, 2025, the Court (in Case No. 60219) vacated the R&O and there is no longer a requirement to file Form 395-B.

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Time Brokerage Agreements. As is common in the industry, we have previously entered into what have commonly been referred to as Time Brokerage Agreements (“TBAs”) which are sometimes termed “Local Marketing Agreements.” Such arrangements are an extension of the concept of agreements under which a licensee of a station sells (or “leases”) blocks of time on its station to an entity or entities which purchase the blocks of time and use the time to broadcast material the lessee has produced, or which sell their own commercial advertising announcements during the time periods in question. While these agreements may take varying forms, under a typical TBA, separately owned and licensed radio or television stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of antitrust laws and with the FCC’s rules and policies. Under these types of arrangements, separately owned stations agree to function cooperatively in terms of programming, advertising sales, and other matters, subject to the licensee of each station maintaining independent control over the financing, programming and station operations of its own station. One typical type of TBA is a programming agreement between two separately-owned radio or television stations serving a common service area, whereby the licensee of one station purchases substantial portions of the broadcast day on the other licensee’s station, subject to ultimate editorial and other controls being exercised by the latter licensee, and sells advertising time during such program segments. The Company’s stations currently are not parties to any TBAs.

The FCC’s rules provide that a station purchasing (brokering or leasing) time on another station serving the same market will be considered to have an attributable ownership interest in the brokered station for purposes of the FCC’s multiple ownership rules. As a result, under the rules, a broadcast station will not be permitted to enter into a time brokerage agreement giving it the right to purchase more than 15% of the broadcast time, on a weekly basis, of another local station that it could not own under the local ownership rules of the FCC’s multiple ownership rules. Effective October 22, 2020, the FCC eliminated Title 47 C.F.R. § 73.3556, a rule that prohibited the duplication of programming on co-owned radio stations in the same market. A petition for reconsideration of that action as to FM duplication was filed. As a result, the rule was reinstated as to commercial FM radio stations only. It prohibits a commercial FM station from devoting more than 25% of its total hours in an average broadcast week to programming that duplicates that of another station in the same service which is commonly owned or operated under a time brokerage agreement, provided the stations' principal community contours overlap.

The FCC has adopted rules that require the broadcast of a specific disclosure at the time of broadcast if the material aired pursuant to a “lease” (a discreet block of time, e.g., a time brokerage agreement) has been paid for or furnished by a foreign government entity. In its Second R&O, released June 10, 2024, the FCC announced modifications to the sponsorship identification rule (47 CFR § 73.1212) for foreign government-provided programming, which require a public disclosure to be made, at the time of broadcast, identifying the foreign source of such programming. The R&O adopted a revised approach that provides licensees with two options for demonstrating that they have met their duty of inquiry in seeking to obtain the information needed to determine whether programming is sponsored, paid for, or furnished by a foreign governmental entity. In NAB v. FCC, 147 F. 4th 978 (2025), the U. S. Court of Appeals for the District of Columbia Circuit denied a petition for review of the revised rules, which became effective as of June 10, 2025, but the Media Bureau has deferred requiring compliance with the revised rules until June 7, 2026. The FCC grandfathered lease agreements already in effect but such leases will need to come into compliance either at the time of renewal or when the parties to the agreement enter into a new lease. Only new leases and renewals of existing leases entered into on or after the compliance date must comply with the rule modifications.

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Other FCC Requirements

Low Power FM Radio. There exists a “low power radio service” on the FM band (“LPFM”) in which the FCC authorizes the construction and operation of NCE FM stations with up to 100 watts ERP with antenna height above average terrain (“HAAT”) at up to 30 meters (100 feet). This combination is calculated to produce a service area radius of approximately 3.5 miles. The FCC’s rules will not permit any broadcaster or other media entity subject to the FCC’s ownership rules to control or hold an attributable interest in an LPFM station or enter into related operating agreements with an LPFM licensee. Thus, absent a waiver, we could not own or program an LPFM station. LPFM stations are allocated throughout the FM broadcast band, (i.e., 88.1 to 107.9 MHz), although they must operate with an NCE format. The FCC has established allocation rules that require FM stations to be separated by specified distances to other stations on the same frequency, and stations on frequencies on the first, second and third channels adjacent to the center frequency. As required by the Local Community Radio Act of 2010, the FCC in 2012 modified its rules to maintain its existing minimum distance separation requirements for full-service FM stations, FM translator stations, and FM booster stations that broadcast radio reading services via an analog subcarrier frequency to avoid potential interference by LPFM stations; and when licensing new FM translator stations, FM booster stations, and LPFM stations, to ensure that: (i) licenses are available to FM translator stations, FM booster stations, and LPFM stations; (ii) such decisions are made based on the needs of the local community; and (iii) FM translator stations, FM booster stations, and LPFM stations remain equal in status and secondary to existing and modified full-service FM stations. By R&O, released April 23, 2020, the FCC modified the LPFM technical rules in four main ways: (1) expanding the permissible use of directional antennas; (2) expanding the definition of minor change applications for LPFM stations; (3) allowing LPFM stations to own FM boosters; and (4) permitting LPFM and Class D FM stations operating on the NCE FM reserved band (channels 201 to 220) to propose facilities short-spaced to television stations operating on channel 6 (TV6) with the consent of the potentially affected stations. The FCC also took other less significant actions affecting the LPFM service.

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On January 5, 2012, the FCC released a Report to Congress on the impact that LPFM stations would have on full-service commercial FM stations. The FCC “found no statistically reliable evidence that low-power FM stations have a substantial or consistent economic impact on full-service commercial FM stations,” and that “low-power FM stations generally do not have, and in the future are unlikely to have, a demonstrable economic impact on full-service commercial FM radio stations.” Some LPFM stations that broadcast commercial announcements in violation of the law could have a negative economic impact on the Company’s stations. On July 31, 2023, the FCC’s Media Bureau announced a filing window for applications for LPFM new station construction permits. The filing window opened on Wednesday, December 6, 2023, and was extended to close on December 15, 2023. More than 1,000 LPFM applications were received during the filing window. Although rule-compliant LPFM stations compete for audience with the Company’s full-power and FM translator stations, the Company cannot predict whether there will be future negative economic impact on its stations.

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As part of the transition of television stations from analog to digital operations, the FCC sought comment in a 2014 NPRM on whether to allow low power television (“LPTV”) stations (so-called “Franken FM” or “FM6” radio stations) on digital television channel 6 to continue to operate analog FM radio-type services on an ancillary or supplementary basis on 87.75 MHz at the lower end of the portion of the FM band reserved for NCE stations. On June 7, 2022 (MB Docket No. 03-185), the FCC released a Fifth NPRM seeking comment on whether FM6 operations serve the public interest and should be authorized to continue in any capacity. The FCC limited the scope of FM6 operations to only those LPTV channel 6 stations with "active" FM6 engineering special temporary authority on the release date of the Fifth NPRM. In its Fifth R&O, Amendment of Parts 73 & 74 of the Commission's Rules to Establish Rules for Digital Low Power TV & TV Translator Stations, FCC 23-58, released July 20, 2023, the FCC concluded that the public interest will be served by allowing the continued operation of existing analog FM6 LPTV radio stations subject to certain conditions. The FCC declined to adopt a proposal discussed in the Fifth NPRM that would allow new FM radio stations to be licensed on 82-88 MHz across the United States, for lack of record support. There are only 14 authorized FM6 stations. There is an FM6 station in the Norfolk, Virginia, radio market where the Company operates two commercial radio stations. Currently, the FM6 station has had no adverse impact, but the Company cannot predict whether the FM6 station in the future will have any adverse impact on the Company’s stations in that market.

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As a broadcaster, the Company is required to comply with the FCC rules implementing the Emergency Alert System (“EAS”). The Company’s stations must transmit Presidential messages during national emergencies and may transmit local messages, such as severe weather alerts and AMBER (America’s Missing: Broadcast Emergency Response) alerts. On January 7, 2021, the FCC’s Enforcement Bureau issued an “Enforcement Advisory” which highlighted EAS participants’ obligations, identified measures to improve the EAS, and warned that failure to comply with the EAS rules may subject a violator to sanctions including, but not limited to, substantial monetary forfeitures. Our stations are required periodically to file with the FCC forms reporting on the results of EAS tests. In September 2022, the FCC adopted new EAS requirements directing EAS participants to check whether certain types of alerts are available in common alerting protocol (“CAP”) format and, if so, to transmit the CAP version of the alert rather than the legacy-formatted version. The FCC also prescribed text that EAS participants must broadcast using plain language terms. In an NPRM adopted October 27, 2022, the FCC proposed to require EAS participants to report to the FCC compromises of EAS equipment, communications systems, and services. The FCC proposed to require EAS participants to annually certify to having a cybersecurity risk management plan in place and to employ sufficient security measures to ensure the confidentiality, integrity, and availability of their respective alerting systems. On January 8, 2025, the FCC released a “Notice of Apparent Liability” proposing a penalty of $369,190 against a television broadcaster for apparently violating the EAS Rules by failing to participate in three nationwide tests of the EAS and for submitting incorrect or misleading information in FCC filings. In an NPRM, Matter of Modernization of the Nation's Alerting Systems (FCC 25-50), released August 8, 2025, the FCC began a reexamination of the EAS (and Wireless Emergency Alerts) from the ground up and is exploring whether fundamental changes could make these systems more effective, efficient, and better able to serve the public's needs. The FCC is seeking comment on what goals these alerting systems should aim to achieve, whether these systems are currently effective at achieving these goals, and what steps the FCC should take to modernize these systems to improve their usefulness and better leverage modern technology while minimizing burdens on stakeholders. The Company cannot predict what, if any action, the FCC may take with regard to the EAS.

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Use of FM Boosters for Geo-Targeting. By NPRM released December 1, 2020, the FCC sought comment on whether to modify the FCC’s rules governing the operation of FM booster stations by FM radio broadcasters in certain limited circumstances. Through its NPRM, the FCC sought comment regarding changes to the booster station rules that could enable FM broadcasters to use FM booster stations to air “geo-targeted” content (e.g., news, weather, and advertisements) independent of the signals of the booster’s primary station within different portions of the primary station's protected service contour for a limited period of time during the broadcast hour. On April 2, 2024, the FCC released an R&O adopting changes to the Commission's rules (effective January 13, 2025 – See 89FR10068) that allow FM booster stations to originate programming on a limited basis. The Company has no plans at this time to deploy this technology.

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Digital Audio Radio Satellite Service and Internet Radio. In adopting its rules for the Digital Audio Radio Satellite Service (“DARS”) in the 2310-2360 MHz frequency band, the FCC stated, “although healthy satellite DARS systems are likely to have some adverse impact on terrestrial radio audience size, revenues and profits, the record does not demonstrate that licensing satellite DARS would have such a strong adverse impact that it threatens the provision of local service.” The FCC granted two nationwide licenses, one to XM Satellite Radio, which began broadcasting in May 2001, and a second to Sirius Satellite Radio, which began broadcasting in February 2002. The satellite radio systems provide multiple channels of audio programming in exchange for the payment of a subscription fee. The FCC approved the application of Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc. to transfer control of the licenses and authorizations held by the two companies to one company, which is now known as Sirius XM Radio, Inc. Various companies have introduced devices that permit the reception of audio programming streamed over the Internet on home computers and on portable receivers such as cell phones, in automobiles, and through so-called “smart speakers” like Amazon’s Alexa service. A number of digital music providers have developed and are offering their product through the Internet. Terrestrial radio operators (including the Company) are also making their product available through the Internet. Due to interference generated by their electric motors, some manufacturers of all-electric vehicles do not market vehicles that can receive AM broadcasts over the air (although AM broadcasts can be heard over digital streaming services, such as Tunein Radio). In the 119th Congress, on February 5, 2025, the Senate Committee on Commerce, Science and Transportation passed S. 315, the AM Radio for Every Vehicle Act, out of Committee. On the same date, H.R. 979, a companion bill, was introduced in the house. The bill, if enacted, would ensure that AM radio receivers remain in new vehicles. The Company cannot predict whether a bill will be enacted into law. To date, the Company has not perceived negative economic impact from DARS or Internet-streamed audio on the Company’s full-service stations and FM translators due, in part, to the possibility of confusion in the digital advertising market, but the Company cannot predict whether there will be future negative economic impact.

In-Band On-Channel “Hybrid Digital” Radio. The FCC’s rules permit radio stations to broadcast using in-band, on-channel (IBOC) technology that allows AM and FM stations to operate using the IBOC system developed by iBiquity Digital Corporation. This technology has become commonly known as “hybrid digital” or HD radio. Stations broadcast the same main channel program material in both analog and digital modes. HD radio technology permits “hybrid” operations, the simultaneous transmission of analog and digital signals with a single AM and FM channel. HD radio technology can provide near CD-quality sound on FM channels and FM quality on AM channels. HD radio technology also permits the transmission of up to four additional program streams over FM stations and one over AM stations (which streams do not count as separate radio stations under the multiple ownership rules). At the present time, we are configured to broadcast in HD radio on 54 stations. In its First R&O, FCC 24-105, the FCC adopted rules to permit “asymmetric sideband operation” which allows stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent-channel FM stations. The new rules became effective as of May 23, 2025. On October 28, 2020, the FCC released an R&O, in which it adopted rules (effective January 4, 2021) to allow AM radio stations to broadcast an all-digital signal using the HD Radio IBOC mode termed “MA3.” In adopting the new rules, the FCC said that a voluntary conversion to all-digital broadcasting will benefit many AM stations and their listeners by improving reception quality and listenable coverage in stations' service areas. At this time, the Company has not made a decision on whether to convert any of its AM radio stations to all-digital operation.

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Use of FM Translators by AM Stations and Digital Program Streams. FM translator stations are relatively low power radio stations (maximum ERP: 250 Watts) that rebroadcast the programs of full-power AM and FM stations on a secondary basis, meaning they must terminate or modify their operation if they cause interference to a full-power station. The FCC permits AM stations to be rebroadcast on FM translator stations in order to improve reception of programs broadcast by AM stations. The Company intends to continue to use some of its existing FM translators in connection with some of its AM stations. The Company is using some of its existing FM translators to rebroadcast HD radio program streams generated by some of its FM stations, which is permitted by the FCC. In a 2015 R&O, Revitalization of the AM Service, the FCC announced an opportunity, restricted to AM licensees and permittees, to apply for and receive authorizations to relocate existing FM translator stations within 250 miles for the sole and limited purpose of enhancing their existing service to the public. To implement this policy, the FCC opened “filing windows,” the last one closing October 31, 2016. Some of the Company’s subsidiaries, that are AM licensees, acquired FM translators during the filing window, and relocated them to their local markets to pair with some of the Company’s AM broadcast stations. The FM translators so acquired were obligated to rebroadcast the related AM station for at least four years, not counting any periods of silence. The FCC later opened two windows for the filing of applications for construction permits for new FM translators, the final window closing January 31, 2018. In the filing windows, qualifying AM licensees could apply for one, and only one, new FM translator station, in the non-reserved (i.e., “commercial”) FM band to be used solely to re-broadcast the licensee’s AM signal to provide fill-in and/or nighttime service on a permanent basis. The Company filed applications in both windows and obtained some construction permits as a result. If the Company should decide that a subsidiary should sell or suspend operations of an AM station with such an FM construction permit or license, the subsidiary would also be required to concurrently sell or suspend operations of the FM translator. The FCC has adopted rules regarding FM translator interference (1) allowing FM translators to resolve interference issues by changing channels to any available same-band frequency using a minor modification application; (2) standardizing the information that must be compiled and submitted by a station claiming interference from an FM translator, including a required minimum number of listener complaints; (3) establishing interference complaint resolution procedures; and (4) establishing an outer contour limit (45 dBm) for the affected station within which interference complaints will be considered actionable while providing for a process to waive that limit in special circumstances. Because FM translators are “secondary services,” they could be displaced by full power stations.

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Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Federal Trade Commission and the Department of Justice, the federal agencies responsible for enforcing the federal antitrust laws, may investigate certain acquisitions. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, an acquisition meeting certain size thresholds requires the parties to file Notification and Report Forms with the Federal Trade Commission and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition. Any decision by the Federal Trade Commission or the Department of Justice to challenge a proposed acquisition could affect our ability to consummate the acquisition or to consummate it on the proposed terms. We cannot predict whether the FCC will adopt rules that would restrict our ability to acquire additional stations.

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Changes to Application and Assignment Procedures. FCC rules give Native American tribes a priority to obtain broadcast radio licenses in tribal communities. The rules provide an opportunity for tribes to establish new services specifically designed to offer programming that meets the needs of tribal citizens. In addition, the rules modify the FCC’s radio application and assignment procedures, assisting qualified applicants to more rapidly introduce new radio service to the public. These modifications (1) prohibit an AM applicant that obtains a construction permit through a dispositive Section 307(b) preference from downgrading the service level that led to the dispositive preference; (2) require technical proposals for new or major change AM facilities filed with Form 175 (i.e., FCC “short-form” Auction) applications to meet certain minimum technical standards to be eligible for further auction processing; and (3) give FCC operating bureaus authority to cap filing window applications. In 2011, the FCC released its Third R&O which limits eligibility for authorizations associated with allotments added to the FM Table of Allotments using the “Tribal Priority” to the tribes whom the Tribal Priority was intended to benefit. In 2018, the FCC issued a Notice of Inquiry on whether to issue an NPRM that could lead to creation of a new Class C4 FM station that would allow use of power of up to 12 kW ERP, but the matter remains pending before the FCC.

The Company pays for the use of music broadcast on its stations by obtaining licenses from organizations called performing rights organizations (“PRO”) (e.g. Broadcast Music, Inc., American Society of Composers, Authors and Publishers SESAC, LLC, and Global Music Rights LLC), which, in turn pay composers, authors and publishers for their works. Federal law grants a performance right for sound recordings in favor of recording companies and performing artists for non-interactive digital transmissions and Internet radio. As a result, users of music, including the Company, are required to pay royalties for these uses through Sound Exchange, a non-profit performance rights organization. (Other PROs could be formed, which could increase the royalties we pay.) On January 30, 2025, the American Music Fairness Act was introduced in the 119th Congress. If signed into law, it would require terrestrial radio broadcasters to pay royalties (in addition to the royalties paid to the PROs) to American music creators when they play their songs. The Company cannot predict whether the bill will become law, and if so, what its impact may be on the Company.

In late 2018, Congress passed the “Music Modernization Act” which was signed into law by the President. The law (1) improves compensation to songwriters and streamlined how their music is licensed; (2) enables legacy artists (who recorded music before 1972) to be paid royalties when their music is played on digital radio; and (3) provides a consistent legal process for studio professionals, including record producers and engineers to receive royalties for their contributions to music that they help to create. The law creates a blanket license for digital music providers to make permanent downloads, limited downloads, and interactive streams, creates a collective (“Mechanical Rights Collective”) to administer the blanket license, and makes various changes to royalty rate proceedings. This law could impose an additional financial burden on the Company, but the extent of the burden depends on how the fee payment requirement is structured.

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Proposal to Mandate Broadcasters to Participate in the Disaster Information Reporting System (“DIRS”) and Network Outage Reporting System (“NORS”). In a Second R&O and Second FNPRM released January 26, 2024, the FCC required cable systems, wireline, wireless, and interconnected Voice over Internet Protocol providers to report their infrastructure status information in the DIRS. On August 6, 2025, the FCC released its Third FNPRM proposing to modernize the DIRS by reviewing DIRS reporting and proposing changes to ensure the system is collecting information useful to disaster response without imposing unreasonable burdens on stakeholders. The FCC also adopted certain rules governing DIRS to clarify the scope of the suspension of the Network Outage Reporting System (NORS) reporting obligations during DIRS activations, thereby reducing filing burdens. Implementation of DIRS and NORS by the Company could result in significant costs, but the Company cannot predict whether the rules will be adopted and if so, the form they may take.

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Proposed Changes. The FCC has under consideration, and may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect us and the operation and ownership of our broadcast properties. The advent of the Trump Administration could have an effect on FCC requirements. Application processing rules adopted by the FCC might require us to apply for facilities modifications to our standard broadcast stations in future “window” periods for filing applications or result in the stations being “locked in” with their present facilities. The FCC is authorized to use auctions for the allocation of radio broadcast spectrum frequencies for commercial use. The implementation of this law could require us to bid for the use of certain frequencies.

Information About Our Executive Officers

Our current executive officers are:

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Age

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Position

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Christopher S. Forgy

65

President, Chief Executive Officer; Director

Samuel D. Bush

68

Executive Vice President, Treasurer and Chief Financial Officer

Catherine A. Bobinski

66

Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller

Wayne Leland

61

Chief Operating Officer

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Officers are elected annually by our Board of Directors and serve at the discretion of the Board. Set forth below is information with respect to our executive officers.

Mr. Forgy has been President, Chief Executive Officer and Director since December 2022. He was previously our Senior Vice President of Operations from May 2018 until his appointment to President and Chief Executive Officer and election to the Board. He was President/General Manager of our Columbus, Ohio market from 2010 to 2018 and was Director of Sales of our Columbus, Ohio market from 1995 to 2006. He has been with Saga for over 20 years.

Mr. Bush was promoted to Executive Vice President in September 2024 and has been Chief Financial Officer and Treasurer since September 1997. Mr. Bush was Senior Vice President from 2002 to 2024 and he was Vice President from 1997 to 2002. From 1988 to 1997 he held various positions with the Media Finance Group at AT&T Capital Corporation, including senior vice president.

Ms. Bobinski has been Senior Vice President/Finance since March 2012 and Chief Accounting Officer and Corporate Controller since September 1991. She was Vice President from March 1999 to March 2012. Ms. Bobinski is a certified public accountant.

Mr. Leland was promoted to Chief Operating Officer in September 2024. Mr. Leland was Senior Vice President of Operations from January 2023 to 2024. He was President/General Manager of our Norfolk, Virginia market from 2011 to 2022. He has been with Saga for 11 years and has been in the broadcasting industry since 1986.

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