On December 18, 2025, the Company closed a private placement debt exchange with holders of the 7.375% Senior Secured Notes (the "2028 Notes") representing more than 97% of the aggregate principal amount outstanding. Pursuant to the private placement, the Company (i) tendered for $185.0 million aggregate principal amount of 2028 Notes which the Company purchased for cancellation for $111.0 million and $1.1 million consent fee in cash, (ii) issued $60.6 million aggregate principal amount of 10.500% first lien senior secured notes due 2030 (the "2030 First Lien Notes"), and (iii) issued $291.0 million aggregate principal amount of 7.625% Second Lien Secured Notes due 2031 (the "2031 Second Lien Notes"). Following the transactions (collectively "2025 Refinancing"), $11.8 million of the 2028 Notes remained outstanding.
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.
Alfred C. Liggins, III, Urban One's CEO and President stated, "As expected, we had a tough fourth quarter due to a combination of non-recurring political advertising, soft radio markets and declining audience delivery in our cable television ("cable TV") business. Despite this, we were able to achieve full year Adjusted EBITDA within our previous guidance range at $56.7 million. The biggest revenue drag in the fourth quarter resulted from weak cable TV prime delivery, down approximately 20.0% from the third quarter, although we have seen a significant recovery in the first quarter 2026 as the revised Nielsen methodology has given us an approximate 40.0% - 50.0% lift compared to the fourth quarter 2025. Radio pacings in the first quarter of 2026 are currently (5.0)%, but we remain positive on the outlook for mid-term political revenues later in the year. I was pleased that we were able to repurchase a significant amount of our 2028 Notes at a discount, extend out the maturity on all but a small stub of the notes, and increase the size and term of our ABL Credit Agreement. This transaction sets up the company with a stable capital structure and extended maturity runway to allow us to continue to de-lever the business. In January 2026 we also regained compliance with the Nasdaq listing requirements by effectuating a 1-for-10 reverse stock split."
Three Months Ended December 31,
Year Ended December 31,
2025
2024
2025
2024
(unaudited)
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data)
(in thousands, except share data)
NET REVENUE
$ 97,828
$ 117,127
$ 374,371
$ 449,674
OPERATING EXPENSES
Programming and technical, excluding stock-based compensation
31,446
35,409
125,396
135,235
Selling, general and administrative, excluding stock-based compensation(a)
58,709
55,663
207,300
224,837
Stock-based compensation
292
2,101
1,907
5,716
Depreciation and amortization
6,131
1,635
18,073
7,716
Impairment of goodwill and intangible assets
55,295
24,174
191,816
151,755
Total operating expenses
151,873
118,982
544,492
525,259
Operating loss
(54,045)
(1,855)
(170,121)
(75,585)
INTEREST AND INVESTMENT INCOME
398
1,117
2,492
5,980
INTEREST EXPENSE
(8,730)
(11,520)
(38,806)
(48,571)
GAIN ON RETIREMENT OF DEBT
—
4,500
44,009
23,271
OTHER (EXPENSE) INCOME, NET
(1,138)
(78)
(463)
896
Loss from consolidated operations before benefit from (provision for) income taxes
(63,515)
(7,836)
(162,889)
(94,009)
BENEFIT FROM (PROVISION FOR) INCOME TAXES
9,165
(27,583)
16,010
(9,759)
NET LOSS FROM CONSOLIDATED OPERATIONS
(54,350)
(35,419)
(146,879)
(103,768)
LOSS FROM UNCONSOLIDATED JOINT VENTURE
—
—
—
(411)
NET LOSS
(54,350)
(35,419)
(146,879)
(104,179)
NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
45
239
(10)
1,215
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
$ (54,395)
$ (35,658)
$ (146,869)
$ (105,394)
Weighted-average shares outstanding - basic(3, b)
4,444,458
4,565,959
4,458,325
4,740,287
Weighted-average shares outstanding - diluted(4, b)
4,444,458
4,565,959
4,458,325
4,740,287
(a) Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations.
(b) Weighted-average shares outstanding used in the computation of basic and diluted net loss to common stockholders per share have been retroactively adjusted to reflect the 1-for-10 Reverse Stock Split that occurred on January 22, 2026.
Effective January 1, 2025, the Company modified the composition of two of our reportable segments to reflect changes in how they operate their business. The Company transferred the CTV offering within our Digital segment to our Cable Television segment. This change aligns the CTV offering with the results of operations within our Cable Television segment. Prior period Cable Television and Digital segment information has been reclassified to conform to the current period presentation. In addition, prior period segment information has been recast between the Sales and marketing and the General and administrative to conform the presentation of significant segment expenses used to evaluate performance by the Chief Operating Decision Maker ("CODM").
Detailed segment data for the three and twelve months ended December 31, 2025 and 2024 is presented in the following tables:
Three Months EndedDecember 31, 2025
(in thousands, unaudited)
Consolidated
Radio Broadcasting
Reach Media
Digital
Cable Television
Corporate/ Eliminations/ Other
NET REVENUE
$ 97,828
$ 35,063
$ 13,831
$ 14,683
$ 34,941
$ (690)
OPERATING EXPENSES:
Programming and technical
31,446
10,683
3,010
3,561
14,369
(177)
Sales and marketing
34,218
10,145
9,195
8,352
6,987
(461)
General and administrative
24,493
5,395
748
960
4,341
13,049
Add back/(deduct):
Severance-related costs
(86)
(142)
(21)
—
—
77
Debt refinancing costs (c)
7,098
—
—
—
—
7,098
Other income (costs)
956
1
—
(2)
—
957
Adjusted EBITDA(2)
$ 15,639
$ 8,699
$ 857
$ 1,808
$ 9,244
$ (4,969)
Three Months EndedDecember 31, 2024
(in thousands, unaudited)
Consolidated
Radio Broadcasting
Reach Media
Digital (a)
Cable Television (a)
Corporate/ Eliminations/ Other
NET REVENUE
$ 117,127
$ 47,736
$ 9,613
$ 18,270
$ 42,014
$ (506)
OPERATING EXPENSES:
Programming and technical
35,409
11,814
3,652
4,179
15,920
(156)
Sales and marketing (b)
32,446
12,491
2,285
10,958
7,110
(398)
General and administrative (b)
23,217
7,582
1,023
668
5,006
8,938
Add back/(deduct):
Severance-related costs
1,881
1,086
141
252
342
60
Other income (costs)
(1,066)
(1,367)
5
—
136
160
Adjusted EBITDA(2)
$ 26,870
$ 15,568
$ 2,799
$ 2,717
$ 14,456
$ (8,670)
Twelve Months EndedDecember 31, 2025
(in thousands)
Consolidated
Radio Broadcasting
Reach Media
Digital
Cable Television
Corporate/ Eliminations/ Other
NET REVENUE
$ 374,371
$ 139,091
$ 31,146
$ 47,845
$ 158,994
$ (2,705)
OPERATING EXPENSES:
Programming and technical
125,396
46,245
12,645
13,252
53,918
(664)
Sales and marketing
119,841
45,778
16,997
29,957
29,075
(1,966)
General and administrative
87,463
25,828
3,236
2,189
15,598
40,612
Total key operating expenses
332,700
117,851
32,878
45,398
98,591
37,982
Add back/(deduct):
Severance-related costs
1,753
1,158
177
37
6
375
Litigation settlement costs (d)
3,078
3,078
—
—
—
—
Debt refinancing costs (c)
7,098
—
—
—
—
7,098
Other costs
3,057
128
—
—
—
2,929
Adjusted EBITDA(2)
$ 56,657
$ 25,604
$ (1,555)
$ 2,484
$ 60,409
$ (30,285)
Twelve Months EndedDecember 31, 2024
(in thousands)
Consolidated
Radio Broadcasting
Reach Media
Digital (a)
Cable Television (a)
Corporate/ Eliminations/ Other
NET REVENUE
$ 449,674
$ 165,803
$ 47,260
$ 62,820
$ 176,127
$ (2,336)
OPERATING EXPENSES:
Programming and technical
135,235
46,357
14,475
14,683
60,610
(890)
Sales and marketing (b)
130,683
50,941
16,859
32,300
32,356
(1,773)
General and administrative (b)
94,154
31,314
3,702
2,310
17,061
39,767
Total key operating expenses
360,072
128,612
35,036
49,293
110,027
37,104
Add back/(deduct):
Severance-related costs
2,712
1,350
137
252
431
