NASDAQ: UONE

Our core radio broadcasting franchise operates under the brand “Radio One”. We also operate other brands, such as TV One, CLEO TV, Reach Media, iONE Digital and One Solution, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences.

Principles of Consolidation

The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity.

Recent Key Developments

2025 Refinancing

On December 18, 2025, the Company completed a refinancing of substantially all of its then-outstanding debt through an exchange offer, the issuance of certain new first lien notes and an amendment of its asset backed credit facility. The Company issued $291.02 million aggregate principal amount of the Company’s 7.625% Second Lien Senior Secured Notes due 2031 (the “2031 Second Lien Notes”). The 2031 Second Lien Notes were issued in connection with an exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”) of the Company’s existing 7.375% Senior Secured Notes due 2028 (the “2028 Notes”) for the 2031 Second Lien Notes and cash. To facilitate the Exchange Offer and Consent Solicitation, the Company also issued $60.6 million aggregate principal amount of 10.500% First Lien Senior Secured Notes due 2030 (the “2030 First Lien Notes”). The 2031 Second Lien Notes were issued pursuant to that certain Indenture, dated as of December 18, 2025 (the “2031 Second Lien Notes Indenture”) among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

The net proceeds from the offering of the 2030 First Lien Notes, along with cash on hand, were used to purchase $185.0 million of validly tendered 2028 Notes at a purchase price of $111.0 million and $1.1 million consent fee in cash, pay accrued and unpaid interest on the 2028 Notes accepted for exchange or purchase, as applicable, and other various fees and expenses related to the offers and the remainder, if any, for general corporate purposes. Finally, on December 18, 2025, the Company also entered into an Amended and Restated Credit Agreement, among the Company, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Amended and Restated ABL Credit Agreement”). The Amended and Restated ABL Credit Agreement amended and restated the Company’s ABL Credit Agreement, dated as of February 19, 2021 and was also entered into facilitate the Exchange Offer and Consent Solicitation. The Amended and Restated ABL Credit Agreement provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million, with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Amended and Restated ABL Credit Agreement.

Reverse Stock Split

On February 21, 2025, our Board of Directors (the “Board”) authorized a reverse stock split across all classes of the Company’s outstanding common stock. The Board’s authorization was subject to the approval of the Company's stockholders, which was obtained on June 18, 2025. On January 16, 2026, the Company announced that its Board of Directors has approved a reverse stock split of all classes of its common stock, including its publicly traded shares of Class A Common Stock and Class D Common Stock, at a ratio of 1-for-10. The reverse stock split was conducted to regain compliance with the $1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market (“Nasdaq”) with respect shares of the Company’s Class D Common Stock.

On January 16, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of all classes of the Company’s Common Stock (A, B, C and D), including its publicly traded Class A Common Stock and Class D Common Stock (the “Reverse Stock Split”), which became effective as of 11:59 p.m. Eastern Time on January 22, 2026 (“the Effective Date”). No fractional shares were issued in connection with the Reverse Stock Split. Instead, in lieu of any fractional shares, the Company paid cash for each holder’s fractional shares in an amount equal to the closing sales price of the Company’s Class A Common Stock or Class D Common Stock, respectively, as reported on Nasdaq on the Effective Date.

Nasdaq has recently adopted new rules that could hinder our ability to cure any future deficiency and maintain the continued listing of our Common Stock. These rules (i) provide for the immediate delisting with no grace period of any listed company that falls out of compliance with the Minimum Bid Price Requirement for the second time in a 12-month period, (ii) provide for immediate delisting if a listed company effects a reverse stock split that causes it to fall out of compliance with certain other listing requirements, and (iii) limit the ratio of reverse stock splits to a cumulative ratio of 1-to-250 in any 2-year period. These Nasdaq rules limit our ability to affect a subsequent reverse stock split, including in the event our common stock fails to comply with the $1.00 Minimum Bid Price Requirement in the future.

Delisting would have an adverse effect on the Company and its common stock. Among other things, it would likely result in a substantial decrease in the liquidity of our common stock, a decrease in the market price of our common stock, a loss of confidence by investors, customers, partners, and employees, and adverse effects on our ability to obtain financing.

Unless noted, all shares of Common Stock, including stock options, and restricted stock units, as well as all exercise prices, conversion prices and per share information have been retroactively adjusted to reflect the Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Annual Report.

Segments

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) Digital; and (iv) Cable Television (See Note 18 – Segment Information of our consolidated financial statements.). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations”.

Our Radio Station Portfolio, Strategy and Markets

As noted above, our core business is our radio broadcasting franchise which is the largest radio broadcasting operation in the country primarily targeting African-American and urban listeners. Within the markets in which we operate, we strive to build clusters of radio stations with each radio station targeting different demographic segments of the African-American population. This clustering and programming segmentation strategy allows us to achieve greater penetration within the distinct segments of our overall target market. In addition, we have been able to achieve operating efficiencies by consolidating office and studio space where possible to minimize duplicative management positions and reduce overhead expenses. Depending on market conditions, changes in ratings methodologies and economic and demographic shifts, from time to time, we may reprogram some of our stations in underperforming segments of certain markets and/or make acquisitions of stations targeting audiences outside of our core demographic, including targeting other minority demographics and/or more general market demographics.

The following tables set forth further selected information about our portfolio of radio stations that we owned and/or operated as of December 31, 2025.

Urban One Market Data

Market Number of Stations*
Entire Audience

Four Book

Average Audience

Share(1)

Ranking by Size of

African-American

Population Persons

12+(2)
Estimated Fall 2025

Metro

Population Persons

12+

FM AM HD Total

(millions) African-

American

%

Atlanta 4 2 13.8 2 5.4 37.1 %

Washington, DC 4 2 7.7 3 5.3 26.9 %

Dallas 2 3.9 5 7.2 18.0 %

Houston 5 4 21.5 6 6.8 19.0 %

Philadelphia 2 2 5.0 7 4.8 20.5 %

Baltimore 2 2 1 14.8 11 2.5 30.9 %

Charlotte 5 2 1 19.6 12 2.7 23.1 %

Raleigh-Durham 4 14.6 18 1.9 20.7 %

Cleveland 2 2 2 11.1 22 1.8 19.9 %

Columbus 5 8.4 24 1.8 19.0 %

Richmond 4 2 18.1 27 1.2 28.6 %

Indianapolis 5 1 3 39.2 29 1.7 18.5 %

Cincinnati 2 1 1 6.5 33 2.0 13.9 %

Total 46 12 16

(1) Audience share data are for the 12+ demographic and derived from the Nielsen Survey ending with the Fall 2025 Nielsen Survey.

(2) Population estimates are from the Nielsen Radio Broadcasting Survey Population, Rankings and Information, Fall 2025.

*19 non-independently formatted HD stations and 14 non-independently formatted translators owned and operated by the Company are not included in the above station count. Changes in the programming of our HD stations or translators may alter our station count from time to time.

Market Market Rank Metro

Population 2025 Format Target Demo

Atlanta 7

WAMJ/WUMJ Urban AC* 25-54

WHTA Urban Contemporary 18-49

WPZE Contemporary Inspirational 25-54

WAMJ-HD2 Urban Contemporary 25-54

WHTA-HD2 News/Talk 25-54

Washington DC 8

WKYS Urban Contemporary 18-49

WMMJ Urban AC* 25-54

WPRS Contemporary Inspirational 25-54

WDCJ Hispanic 25-54

WOL-AM News/Talk 35-64

WYCB-AM Gospel 35-64

Philadelphia 9

WPPZ Adult Contemporary 25-54

WRNB Urban Contemporary 25-54

WPPZ-HD2 Contemporary Inspirational 25-54

WRNB-HD2 Urban AC* 25-54

Houston 5

KBXX Urban Contemporary 18-49

KMJQ Urban AC* 25-54

KKBQ Country 25-54

KGLK/KHPT Classic Rock 25-54

KMJQ HD2 Contemporary Inspirational 25-54

WGLK HD2 Variety 80s/90s 25-54

KKBQ HD 2 Country Legends 25-54

KKBQ HD 3 Texas Country 25-54

Dallas 4

KBFB Urban Contemporary 18-49

KZJM Urban Contemporary 25-54

Baltimore 23

WERQ Urban Contemporary 18-49

WOLB News/Talk 35-64

WWIN-FM Urban AC* 25-54

WWIN-AM Gospel 35-64

WLIF-HD2 Contemporary Inspirational 25-54

Charlotte 20

WPZS Contemporary Inspirational 25-54

WOSF Urban AC* / Old School 25-54

WOSF-HD2 Urban Contemporary 18-49

WBT AM/FM News Talk 25-54

WFNZ AM/FM Sports Talk 25-54

WLNK Hot Adult Contemporary 25-54

Cincinnati 33

WIZF Urban Contemporary 18-49

WOSL Urban AC* / Old School 25-54

WDBZ-AM Talk 35-64

WIZF-HD2 Hispanic 25-54

Cleveland 37

WENZ Urban Contemporary 18-49

WERE-AM News/Talk 35-64

WJMO-AM Spanish 25-54

WZAK Urban AC* 25-54

WENZ-HD2 Contemporary Inspirational 25-54

WZAK-HD2 Spanish 25-54

Columbus 36

WCKX Urban Contemporary 18-49

WXMG Urban AC* 25-54

WJYD Contemporary Inspirational 25-54

WWLG/WWLA Hispanic 25-54

Raleigh 34

WFXC/WFXK Urban AC* 25-54

WQOK Urban Contemporary 18-49

WNNL Contemporary Inspirational 25-54

Indianapolis 38

WTLC-FM Urban AC* 25-54

WHHH Urban Contemporary 18-49

WTLC-AM Contemporary Inspirational 25-54

WIBC News Talk 25-54

WHHH-HD2/HD3 Regional Mexican 25-54

WLHK Country 25-54

WIBC-HD2 Sports Talk 25-54

WYXB Adult Contemporary 25-54

WLHK-HD2 Spanish 25-54

Richmond 52

WKJS/WKJM Urban AC* 25-54

WCDX Urban Contemporary 18-49

WPZZ Contemporary Inspirational 25-54

WXGI-AM/WTPS-AM Classic Hip Hop 25-54

* AC refers to Adult Contemporary and Old School refers to Old School Hip/Hop.

For the year ended December 31, 2025, approximately 35.0% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media. We consider our Radio Broadcasting segment to be our core radio business. Within our core radio business, seven of the thirteen markets in which we operated radio stations throughout 2025 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 78.6% of our radio station net revenue for the year ended December 31, 2025. Net revenue from the operations of Reach Media, along with net revenue from the seven significant contributing radio markets, accounted for approximately 37.5% of our total consolidated net revenue for the year ended December 31, 2025. Adverse events or conditions (economic, including government cutbacks or otherwise) could lead to declines in the contribution of Reach Media or declines in one or more of the seven significant contributing radio markets, which could have a material adverse effect on our overall financial performance and results of operations.

Radio Advertising Net Revenue

More than 90% of the net revenue generated from our Radio Broadcasting segment is generated from the sale of local, national and network advertising, which also includes low power TV revenue. Local sales are made by the sales staff located in our markets. National sales are made primarily by Katz Communications, Inc. (“Katz”), a firm specializing in radio advertising sales on the national level. Katz is paid agency commissions on the advertising sold. Approximately 59.4% of our net revenue from our core radio business for the year ended December 31, 2025, was generated from the sale of local advertising and approximately 30.7% from sales to national advertisers, including network/syndication advertising. The remaining balance of net revenue from our Radio Broadcasting segment is primarily derived from ticket sales, sponsored events, management fees and other alternative revenue.

Advertising rates charged by radio stations are based primarily on:

•a radio station’s audience share within a market and/or the demographic groups targeted by the advertisers;

•the number of radio stations in the market competing for the same demographic groups; and

•the supply and demand for radio advertising time.

A radio station’s listenership is measured by the Portable People Meter™ system or diary ratings surveys, both of which estimate the number of listeners tuned to a radio station and the time they spend listening to that radio station. Ratings are used by advertisers to evaluate whether to advertise on our radio stations, and are used by us to chart audience size, set advertising rates and adjust programming. Advertising rates are generally highest during the morning and afternoon commuting hours.

Cable Television, Reach Media and Digital Segments, Strategy and Sources of Net Revenue

As a diversified media company, our operations include media forms that are complementary to our core radio business. In a strategy similar to our radio market segmentation, we have multiple complementary media and online brands. Each of these brands focuses on a different segment of African-American and urban consumers. With our multiple brands, we are able to direct advertisers to specific audiences within the urban communities in which we are located, or to bundle the brands for advertising sales purposes when advantageous.

TV One, our primary cable television franchise targeting the African-American and urban communities, derives its revenue from advertising and affiliate revenue. Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run or when guaranteed impressions are delivered depending on the terms of the contract with the customer. TV One also derives revenue from affiliate fees under the terms of various affiliate agreements generally based upon a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts. Our other cable television franchise, CLEO TV, is a lifestyle and entertainment network targeting Millennial and Gen X women of color that is also operated by TV One, LLC. CLEO TV derives its revenue principally from advertising.

Reach Media, our syndicated radio unit, primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show, the Get Up! Mornings with Erica Campbell Show and the DL Hughley Show. In addition to being broadcast on 45 Urban One stations, our syndicated radio programming also was available on 211 non-Urban One stations throughout the United States as of December 31, 2025.

We have launched websites that simultaneously stream radio station content for each of our radio stations, and we derive revenue from the sale of advertisements on those websites. We generally encourage our web advertisers to run simultaneous radio campaigns and use mentions in our radio airtime to promote our websites. By providing streaming, we have been able to broaden our listener reach, particularly to “office hour” listeners, including at home “office hour” listeners. We believe streaming has had a positive impact on our radio stations’ reach to listeners. In addition, our station websites link to our other online properties operated by our primary digital unit, Interactive One. Interactive One operates the largest social networking site primarily targeting African-Americans and other branded websites, including Bossip, HipHopWired and MadameNoire. Interactive One derives revenue from advertising services on non-radio station branded websites, and studio services where Interactive One provides services to other publishers. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized as impressions (the number of times advertisements appear in viewed pages) are delivered.

Competition

The media industry is highly competitive, and we face intense competition across our core radio franchise and all of our complementary media properties and investments. Our media properties compete for audiences and advertising revenue with other radio stations and with other media such as broadcast and cable television, the internet, satellite radio, newspapers, magazines, direct mail and outdoor advertising, some of which may be owned or controlled by horizontally-integrated companies. Audience ratings and advertising revenue are subject to change and any adverse change in conditions in a market could adversely affect our net revenue in that market. If a competing radio station converts to a format similar to that of one of our radio stations, or if one of our competitors strengthens its signal or operations, our stations could suffer a reduction in ratings and advertising revenue. Other media companies which are larger and have more resources may also enter or increase their presence in markets or segments in which we operate, particularly if deregulation occurs. Although we believe our media properties are well positioned to compete, we cannot assure you that our properties will maintain or increase their current ratings, market share or advertising revenue.

Providing content across various platforms is a highly competitive business. Our Digital and Cable Television segments compete for the time and attention of internet users and viewers and, thus, advertisers and advertising revenues with a wide range of internet companies such as Amazon™, Netflix™, Yahoo!™, Google™, and Microsoft™, with social networking sites such as Facebook™ and TikTok™ and with traditional media companies, which are increasingly offering their own digital products and services, including short and long term content, both organically and through acquisition. We experience competition for the development and acquisition of content, distribution of content, sale of commercial time on our digital and cable television networks and viewership. There is competition from other digital companies, production studios and other television networks for the acquisition of content and creative talent such as writers, producers and directors. Our ability to produce and acquire popular content is an important competitive factor for the distribution of our content, attracting viewers and the sale of advertising. Our success in securing popular content and creative talent depends on various factors such as the number of competitors providing content that targets the same genre and audience, the distribution of our content, viewership, and the production, marketing and advertising support we provide.

Our TV One and CLEO TV cable television networks compete with other networks and platforms for the acquisition and distribution of content and for fees charged to cable television operators, direct to home satellite service providers, and other distributors that carry content. Our ability to secure distribution agreements is necessary to ensure the retention of our audiences. Our contractual agreements with distributors are renewed or renegotiated from time to time in the ordinary course of business. Growth in the number of networks distributed, consolidation and other market conditions in the cable and satellite distribution industry, and increased popularity of other platforms may adversely affect our ability to obtain and maintain contractual terms for the distribution of our content that are as favorable as those currently in place. The ability to secure distribution agreements is dependent upon the production, acquisition and packaging of original content, the viewership, the marketing and advertising support and incentives provided to distributors, product offerings across a series of networks within a region, and the prices charged for carriage.

Our networks and digital products compete with other television networks, including broadcast, cable, local networks and other content distribution outlets for their target audiences and the sale of advertising. Our success in selling advertising is a function of the size and demographics of our audiences, quantitative and qualitative characteristics of the audience of each network, the perceived quality of the network and of the particular content, the brand appeal of the network and ratings/algorithms as determined by third-party research companies or search engines, prices charged for advertising and overall advertiser demand in the marketplace.

Federal Regulation of Radio Broadcasting

The radio broadcasting industry is subject to extensive and changing regulation by the Federal Communications Commissions (“FCC”) and other federal agencies of ownership, programming, technical operations, employment and other business practices. The FCC regulates radio broadcast stations pursuant to the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act permits the operation of radio broadcast stations only in accordance with a license issued by the FCC upon a finding that the grant of a license would serve the public interest, convenience and necessity. Among other things, the FCC:

•assigns frequency bands for radio broadcasting;

•determines the particular frequencies, locations, operating power, interference standards, and other technical parameters for radio broadcast stations;

•issues, renews, revokes and modifies radio broadcast station licenses;

•imposes annual regulatory fees and application processing fees to recover its administrative costs;

•establishes technical requirements for certain transmitting equipment to restrict harmful emissions;

•adopts and implements regulations and policies that affect the ownership, operation, program content, employment, and business practices of radio broadcast stations; and

•has the power to impose penalties, including monetary forfeitures, for violations of its rules and the Communications Act.

The Communications Act prohibits the assignment of an FCC license, or the transfer of control of an FCC licensee, without the prior approval of the FCC. In determining whether to grant or renew a radio broadcast license or consent to the assignment or transfer of control of a license, the FCC considers a number of factors, including restrictions on foreign ownership, compliance with FCC media ownership limits and other FCC rules, the character and other qualifications of the licensee (or proposed licensee) and compliance with the Anti-Drug Abuse Act of 1988. A licensee’s failure to comply with the requirements of the Communications Act or FCC rules and policies may result in the imposition of sanctions, including admonishment, fines, the grant of a license renewal for less than a full 8-year term or with conditions, denial of a license renewal application, the revocation of an FCC license, and/or disqualification from acquiring additional broadcast properties.

Congress, the FCC and, in some cases, other federal agencies and local jurisdictions are considering or may in the future consider and adopt new laws, regulations and policies that could affect the operation, ownership and profitability of our radio stations, result in the loss of audience share and advertising revenue for our radio broadcast stations or affect our ability to acquire additional radio broadcast stations or finance such acquisitions. Such matters include or may include:

•changes to the license authorization and renewal process;

•proposals to increase record keeping, including enhanced disclosure of stations’ efforts to serve the public interest;

•proposals to impose spectrum use or other fees on FCC licensees;

•changes to rules relating to political broadcasting, including proposals to grant free airtime to candidates, and other changes regarding political and non-political program content, political advertising rates and sponsorship disclosures;

•revised rules and policies regarding the regulation of the broadcast of indecent content;

•proposals to increase the actions stations must take to demonstrate service to their local communities;

•technical and frequency allocation matters;

•changes in broadcast multiple ownership, foreign ownership, and ownership attribution rules and policies;

•service and technical rules for digital radio, including possible additional public interest requirements for terrestrial digital audio broadcasters;

•legislation that would provide for the payment of sound recording royalties to artists, musicians or record companies whose music is played on terrestrial radio stations; and

•changes to tax laws affecting broadcast operations and acquisitions.

The FCC has also adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed mutually exclusive applications for authority to construct new stations or certain major changes in existing stations. Such procedures may limit our efforts to modify or expand the broadcast signals of our stations.

We cannot predict what changes, if any, might be adopted or considered in the future, or what impact, if any, the implementation of any particular proposals or changes, including deregulation, might have on our business.

FCC License Grants and Renewals. In making licensing determinations, the FCC considers an applicant’s legal, technical, character and other qualifications. The FCC grants radio broadcast station licenses for specific periods of time and, upon application, may renew them for additional terms. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. Under the Communications Act, radio broadcast station licenses may be granted for a maximum term of 8 years.

Generally, the FCC renews radio broadcast licenses without a hearing upon a finding that:

•the radio station has served the public interest, convenience and necessity;

•there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and

•there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse.

After considering these factors and any petitions to deny or informal objections against a license renewal application (which may lead to a hearing), the FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted. Historically, our licenses have been renewed for full eight-year terms without any conditions or sanctions; however, there can be no assurance that the licenses of each of our stations will be renewed for a full term without conditions or sanctions.

Types of FCC Broadcast Licenses. The FCC classifies each AM and FM radio station. An AM radio station operates on either a clear channel, regional channel or local channel. A clear channel serves wide areas, particularly at night. A regional channel primarily serves a principal population center and the contiguous rural areas. A local channel primarily serves a community and the suburban and rural areas immediately contiguous to it. AM radio stations are designated as Class A, Class B, Class C or Class D. Class A, B and C stations each operate unlimited time. Class A radio stations render primary and secondary service over an extended area. Class B stations render service only over a primary service area. Class C stations render service only over a primary service area that may be reduced as a consequence of interference. Class D stations operate either during daytime hours only, during limited times only, or unlimited time with low nighttime power.

FM class designations depend upon the geographic zone in which the transmitter of the FM radio station is located. The minimum and maximum facilities requirements for an FM radio station are determined by its class. In general, commercial FM radio stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0 and C. The FCC has adopted a rule subjecting Class C FM stations that do not satisfy a certain antenna height requirement to an involuntary downgrade in class to Class C0 under certain circumstances.

Urban One’s Licenses. The following table sets forth information with respect to each of our radio stations for which we held the license as of December 31, 2025. Stations which we did not own as of December 31, 2025, but operated under an LMA, are not reflected on this table. A broadcast station’s market may be different from its community of license. The coverage of an AM radio station is chiefly a function of the power of the radio station’s transmitter, less dissipative power losses and any directional antenna adjustments. For FM radio stations, signal coverage area is chiefly a function of the radio station’s ERP and the HAAT of the radio station’s antenna. “ERP” refers to the effective radiated power of an FM radio station. “HAAT” refers to the height above average terrain of an FM radio station antenna. The table below excludes HD Radio multicast streams and Low Power TV stations.

Market Station Call Letters
Year of

Acquisition

FCC

Class

Power

Kilowatts

HAAT in

Meters
Broadcasting

Frequency License

Expiration Date

Atlanta WUMJ-FM 1999 C3 8.5 165 97.5 MHz 4/1/2028

WAMJ-FM 1999 C2 33 185 107.5 MHz 4/1/2028

WHTA-FM 2002 C2 35 177 107.9 MHz 4/1/2028

WPZE-FM 1999 A 3 143 102.5 MHz 4/1/2028

Washington, DC WOL-AM 1980 C 0.37 N/A 1450 kHz 10/1/2027

WMMJ-FM 1987 A 2.9 146 102.3 MHz 10/1/2027

WKYS-FM 1995 B 24.5 215 93.9 MHz 10/1/2027

WPRS-FM 2008 A 2.15 169 92.7 MHz 10/1/2027

WYCB-AM 1998 C 1.0 N/A 1340 kHz 10/1/2027

WLNO-FM 2017 B 20.0 244 104.1 MHz 10/1/2027

Philadelphia WRNB-FM 2000 B 12.5 302.0 100.3 MHz 8/1/2030

WPPZ-FM 2004 A 0.78 276.0 107.9 MHz 6/1/2030

Houston KMJQ-FM 2000 C 100 524 102.1 MHz 8/1/2029

KKBQ-FM 2023 C 100 585 92.9 MHz 8/1/2029

KBXX-FM 2000 C 100 585 97.9 MHz 8/1/2029

KHPT-FM 2023 C 100 579 106.9 MHz 8/1/2029

KGLK-FM 2023 C 98 601 107.5 MHz 8/1/2029

Dallas KBFB-FM 2000 C 100 574 97.9 MHz 8/1/2029

KZMJ-FM 2001 C 100 591 94.5 MHz 8/1/2029

Baltimore WWIN-AM 1992 C 0.5 N/A 1400 kHz 10/1/2027

WWIN-FM 1992 A 3 91 95.9 MHz 10/1/2027

WOLB-AM 1993 D 0.03 N/A 1010 kHz 10/1/2027

WERQ-FM 1993 B 37 173 92.3 MHz 10/1/2027

Charlotte WFNZ-FM 2000 C3 10.5 154 92.7 MHz 12/1/2027

WLNK-FM 2004 A 6 94 100.9 MHz 12/1/2027

WOSF-FM 2014 C1 51 395 105.3 MHz 12/1/2027

WMXG-FM 2021 C3 7.7 182 99.3 MHz 12/1/2027

WBT-AM 2021 A 50 N/A 1110 kHz 12/1/2027

WPZS-AM 2021 B 5 N/A 610 kHz 12/1/2027

WBT-FM 2021 C 100 516 107.9 MHz 12/1/2027

Cleveland WJMO-AM 1999 B 5 N/A 1300 kHz 10/1/2028

WENZ-FM 1999 B 16 272 107.9 MHz 10/1/2028

WZAK-FM 2000 B 27.5 189 93.1 MHz 10/1/2028

WERE-AM 2000 C 1 N/A 1490 kHz 10/1/2028

Raleigh-Durham WQOK-FM 2000 C2 50 146 97.5 MHz 12/1/2027

WFXK-FM 2000 C1 100 299 104.3 MHz 12/1/2027

WFXC-FM 2000 C3 13 141 107.1 MHz 12/1/2027

WNNL-FM 2000 C3 7.9 176 103.9 MHz 12/1/2027

Richmond WPZZ-FM 1999 C1 100 299 104.7 MHz 10/1/2027

WCDX-FM 2001 B1 4.5 235 92.1 MHz 10/1/2027

WKJM-FM 2001 A 6 100 99.3 MHz 10/1/2027

WKJS-FM 2001 A 2.3 162 105.7 MHz 10/1/2027

WDCJ-AM 2001 C 1 N/A 1240 kHz 10/1/2027

WXGI-AM 2017 D 3.9 N/A 950 kHz 10/1/2027

Columbus WCKX-FM 2001 A 1.9 126 107.5 MHz 10/1/2028

WJYD-FM 2001 A 6 99 106.3 MHz 10/1/2028

WXMG-FM 2016 B 21 232 95.5 MHz 10/1/2028

WWLG-FM 2016 A 6 100 107.1 MHz 10/1/2028

Indianapolis WTLC-FM 2000 A 6 99 106.7 MHz 8/1/2028

WHHH-FM 2000 A 6 100 100.9 MHz 8/1/2028

WTLC-AM 2001 B 5 N/A 1310 kHz 8/1/2028

WIBC-FM 2022 B 13.5 302 93.1 MHz 8/1/2028

WYXB-FM 2022 B 50 150 105.7 MHz 8/1/2028

WLHK-FM 2022 B 23 223 97.1 MHz 8/1/2028

Cincinnati WIZF-FM 2001 A 2.5 155 101.1 MHz 8/1/2028

WDBZ-AM 2007 C 1 N/A 1230 kHz 10/1/2028

WOSL-FM 2006 A 3.1 141 100.3 MHz 10/1/2028

To obtain the FCC’s prior consent to assign or transfer control of a broadcast license, an appropriate application must be filed with the FCC. If the assignment or transfer involves a substantial change in ownership or control of the licensee, for example, the transfer of more than 50.0% of the voting stock, the applicant must give public notice and the application is subject to a 30-day period for public comment. During this time, interested parties may file petitions with the FCC to deny the application. Informal objections may be filed at any time until the FCC acts upon the application. If the FCC grants an assignment or transfer application, administrative procedures provide for petitions seeking reconsideration or full FCC review of the grant. The Communications Act also permits the appeal of a contested grant to a federal court.

Under the Communications Act, a broadcast license may not be granted to or held by any person who is not a U.S. citizen or by any entity that has more than 20.0% of its capital stock owned or voted by non-U.S. citizens or entities or their representatives, or by foreign governments or their representatives. The Communications Act prohibits more than 25.0% indirect foreign ownership or control of a licensee through a parent company if the FCC determines the public interest will be served by such prohibition. The FCC has interpreted this provision of the Communications Act to require an affirmative public interest finding before this 25.0% limit may be exceeded. Since we serve as a holding company for subsidiaries that serve as licensees for our stations, we are effectively restricted from having more than one-fourth of our stock owned or voted directly or indirectly by non-U.S. citizens or their representatives, foreign governments, representatives of foreign governments, or foreign business entities unless we seek and obtain FCC authority to exceed that level. The FCC will entertain and may authorize, on a case-by-case basis and upon a sufficient public interest showing and favorable executive branch review, proposals to exceed the 25.0% indirect foreign ownership limit in broadcast licensees.

The FCC applies its media ownership limits to “attributable” interests. The interests of officers, directors and those who directly or indirectly hold five percent or more of the total outstanding voting stock of a corporation that holds a broadcast license (or a corporate parent) are generally deemed attributable interests, as are any limited partnership or limited liability company interests that are not properly “insulated” from management activities pursuant to FCC defined criteria. Certain passive investors that hold stock for investment purposes only are deemed attributable with the ownership of 20.0% or more of the voting stock of a corporate licensee or parent corporation. An entity with one or more radio stations in a market that enters into an LMA or a TBA with another radio station in the same market obtains an attributable interest in the brokered radio station if the brokering station supplies programming for more than 15.0% of the brokered radio station’s weekly broadcast hours. Similarly, a radio station owner’s right under a joint sales agreement (“JSA”) to sell more than 15.0% per week of the advertising time on a non-owned radio station in the same market constitutes an attributable ownership interest in such station for purposes of the FCC’s ownership rules. Debt instruments, non-voting stock, unexercised options and warrants, minority voting interests in corporations having a single majority shareholder, and limited partnership or limited liability company membership interests where the interest holder is not “materially involved” in the media-related activities of the partnership or limited liability company pursuant to FCC-prescribed “insulation” provisions, generally do not subject their holders to attribution unless such interests implicate the FCC’s equity-debt-plus (or “EDP”) rule. Under the EDP rule, a major programming supplier or the holder of an attributable interest in a same-market radio station will have an attributable interest in a station if the supplier or same-market media entity also holds debt or equity, or both, in the station that is greater than 33.0% of the value of the station’s total debt plus equity. For purposes of the EDP rule, equity includes all stock, whether voting or nonvoting, and interests held by limited partners or limited liability company members that are “insulated” from material involvement in the company’s media activities. A major programming supplier is any supplier that provides more than 15.0% of the station’s weekly programming hours.

The Communications Act and FCC rules generally restrict ownership, operation or control of, or the common holding of attributable interests in, radio broadcast stations serving the same local market in excess of specified numerical limits.

The numerical limits on radio stations that one entity may own in a local market are as follows:

•in a radio market with 45 or more commercial radio stations, a party may hold an attributable interest in up to eight commercial radio stations, not more than five of which are in the same service (AM or FM);

•in a radio market with 30 to 44 commercial radio stations, a party may hold an attributable interest in up to seven commercial radio stations, not more than four of which are in the same service (AM or FM);

•in a radio market with 15 to 29 commercial radio stations, a party may hold an attributable interest in up to six commercial radio stations, not more than four of which are in the same service (AM or FM); and

•in a radio market with 14 or fewer commercial radio stations, a party may hold an attributable interest in up to five commercial radio stations, not more than three of which are in the same service (AM or FM), except that a party may not hold an attributable interest in more than 50.0% of the radio stations in such market.

To apply these tiers, the FCC currently relies on Nielsen Metro Survey Areas, where they exist. In other areas, the FCC relies on a contour-overlap methodology. The market definition used by the FCC in applying its ownership rules may not be the same as that used for purposes of the Hart-Scott-Rodino Act. In 2003, when the FCC changed its methodology for defining local radio markets, it grandfathered existing combinations of radio stations that would not comply with the modified rules. The FCC’s rules provide that these grandfathered combinations may not be sold intact except to certain “eligible entities”, which the FCC defines as entities qualifying as a small business consistent with Small Business Administration standards.

The media ownership rules are subject to review by the FCC every 4 years. In December 2023, the FCC issued an order concluding its 2018 quadrennial review, which retained the local radio ownership rule without significant changes. The FCC’s 2022 quadrennial review of its media ownership rules is currently pending.

The attribution and media ownership rules limit the number of radio stations we may acquire or own in any particular market and may limit the prospective buyers of any stations we want to sell. The FCC’s rules could affect our business in a number of ways, including, but not limited to, the following:

•the FCC’s radio ownership limits could have an adverse effect on our ability to accumulate stations in a given area or to sell a group of stations in a local market to a single entity;

•restricting the assignment and transfer of control of “grandfathered” radio combinations that exceed the ownership limits as a result of the FCC’s 2003 change in local market definition could adversely affect our ability to buy or sell a group of stations in a local market from or to a single entity; and

•in general terms, future changes in the way the FCC defines radio markets or in the numerical station caps could limit our ability to acquire new stations in certain markets, our ability to operate stations pursuant to certain agreements, and our ability to improve the coverage contours of our existing stations.

Programming and Operations. The Communications Act requires broadcasters to serve the “public interest” by presenting programming that responds to community problems, needs and interests and by maintaining records demonstrating such responsiveness. The FCC may consider complaints from viewers or listeners about a broadcast station’s programming. All radio stations are now required to maintain their public inspection files on a publicly accessible FCC-hosted online database. Moreover, the FCC has from time-to-time proposed rules designed to increase local programming content and diversity, including renewal application processing guidelines for locally-oriented programming and a requirement that broadcasters establish advisory boards in the communities where they own stations. Stations also must follow FCC rules and policies regulating political advertising, obscene or indecent programming, sponsorship identification, contests and lotteries and technical operation, including limits on human exposure to radio frequency radiation.

The FCC requires that licensees not discriminate in hiring practices on the basis of race, color, religion, national origin or gender. It also requires stations with at least five full-time employees to broadly disseminate information about all full-time job openings and undertake outreach initiatives from an FCC list of activities such as participation in job fairs, internships, or scholarship programs. The FCC is considering whether to apply these recruitment requirements to part-time employment positions. Stations must retain records of their outreach efforts and keep an annual Equal Employment Opportunity (“EEO”) report in their public inspection files and post the report on their websites. The FCC has also reinstated a requirement that broadcasters with at least five full-time employees annually report workforce composition data, including the gender, race, and ethnicity of their employees (though the FCC has not yet begun collecting this data).

From time to time, complaints may be filed against any of our radio stations alleging violations of these or other rules. In addition, the FCC may conduct audits or inspections to ensure and verify licensee compliance with FCC rules and regulations. Failure to observe these or other rules and regulations can result in the imposition of various sanctions, including fines or conditions, the grant of “short” (less than the maximum 8 year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.

Human Capital

As of December 31, 2025, we employed 864 full-time employees and 408 part-time employees. Our employees are not unionized.

We believe that our success largely depends upon our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, development programs that enable continued learning and growth, and offer an employment package that promotes well-being across all aspects of their lives, including health care, retirement planning and paid time off.

Environmental

As the owner, lessee or operator of various real properties and facilities, we are subject to 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 in the future.

Seasonality

Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures. Typically, revenues are lowest in the first calendar quarter of the year. Due to this seasonality and certain other factors, the results of interim periods may not necessarily be indicative of results for the full year. In addition, our operations are impacted by political cycles and generally experience higher revenues in congressional and presidential election years. This seasonality and similar recurring fluctuation may affect comparability between years.

Corporate Governance

Code of Ethics. We have adopted a code of ethics that applies to all of our directors, officers (including our principal financial officer and principal accounting officer) and employees and meets the requirements of the SEC and the Nasdaq Rules. Our code of ethics can be found on our website, www.urban1.com/urban-one-investor-relations/. We will provide a paper copy of the code of ethics, free of charge, upon request.

Audit Committee Charter. Our audit committee has adopted a charter as required by the Nasdaq Rules. This committee charter can be found on our website, www.urban1.com/urban-one-investor-relations/. We will provide a paper copy of the audit committee charter, free of charge, upon request.

Compensation Committee Charter. Our Board of Directors has adopted a compensation committee charter. We will provide a paper copy of the compensation committee charter, free of charge, upon request.

Internet Address and Internet Access to SEC Reports

Our internet address is www.urban1.com. You may obtain through our internet website, free of charge, copies of our proxies, annual reports on Form 10-K, quarterly reports on Form 10-Q and Form 10-Q/A, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports are available as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-K. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at www.sec.gov.