Urban One, Inc. 2025 Annual Report: Key Highlights and Price-Sensitive Information for Investors

Overview

Urban One, Inc. (“Urban One” or “the Company”) is a Delaware corporation focused on multi-media targeting African-American and urban consumers. As outlined in its 2025 Annual Report (Form 10-K), Urban One delivers content through four principal business segments:

• Radio Broadcasting
• Reach Media
• Digital
• Cable Television

The company also reports on an “All other – corporate/elimination” category for activities outside these primary segments.

Key Price-Sensitive Highlights

1. Reverse Stock Split

Urban One executed a Reverse Stock Split on all classes of its Common Stock (A, B, C, and D), including publicly traded Class A and Class D shares, effective January 22, 2026. The split ratio was 1-for-10, with no fractional shares issued. Instead, shareholders received a cash payment for fractional shares based on the closing sales price of Class A or Class D stock on Nasdaq as of the Effective Date.

• This corporate action is highly price-sensitive, as reverse stock splits can impact share liquidity, perceived value, and future compliance with listing requirements.
• Nasdaq has implemented new rules that could lead to immediate delisting if Urban One falls out of compliance with the Minimum Bid Price Requirement again within a 12-month period or if a future reverse split causes further non-compliance. The cumulative ratio of reverse splits is now limited to 1-for-250 over any two-year span.
• These changes restrict the Company’s ability to conduct additional reverse splits should shares fall below the \$1.00 minimum bid requirement in the future, representing a significant risk to continued Nasdaq listing.
• Potential delisting is a material risk for shareholders, as it could substantially decrease stock liquidity, reduce market price, erode investor confidence, and negatively affect Urban One’s access to capital.

2. Share Structure and Public Float

As of March 18, 2026, Urban One’s outstanding shares are:

• Class A Common Stock: 615,021 shares
• Class B Common Stock: 286,130 shares
• Class C Common Stock: 204,501 shares
• Class D Common Stock: 3,409,145 shares

The aggregate market value of common stock held by non-affiliates, calculated as of June 30, 2025, was approximately \$19.3 million.

All per-share data and related calculations have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

3. SEC Reporting and Controls

• Urban One confirms it is not a well-known seasoned issuer and is classified as a non-accelerated filer and a smaller reporting company.
• The Company is not required to file Section 404(b) internal control attestation by its auditors, and so did not have an auditor attestation for 2025.
• The Company reported no financial statement error corrections or restatements in the period, nor any issues requiring incentive compensation recovery from executives.
• Urban One is not a shell company.

4. Key Risks and Forward-Looking Statements

Urban One’s forward-looking statements highlight a range of risk factors that could materially affect future performance and share value. These include:

• General economic volatility, recession risk, and adverse market conditions impacting advertising revenues and financial stability.
• High leverage and related cash commitments, which may limit the ability to refinance or pursue strategic transactions in unfavorable markets.
• Risks of delisting from Nasdaq due to new, stricter compliance rules (as noted above).
• Potential impairment charges on broadcasting licenses, goodwill, and intangible assets—which could result in significant write-downs.
• Competition from other media platforms, including digital, social, satellite radio, and other advertising channels.
• Pandemic or extreme weather impacts, supply chain disruptions, and technology infrastructure risks.
• Material weaknesses in internal controls could result in financial misstatements if not remediated.
• Regulatory risks, especially maintaining FCC licenses and compliance with media ownership and indecency rules.
• Risks associated with diversification efforts, investments in gaming, or other strategic initiatives.

The Company urges investors not to place undue reliance on forward-looking statements, as actual results could differ materially from expectations due to these and other risks.

5. Segmentation and Business Operations

Urban One continues to operate through four main segments:

• Radio Broadcasting: Core business, focused on urban audiences.
• Reach Media: Syndicated radio programming and advertising.
• Digital: Online media, digital content, and programmatic advertising.
• Cable Television: TV One and related cable networks.

Financial reporting and management are structured around these segments, with corporate/elimination adjustments provided for other activities.

Conclusion: Material Information for Shareholders

The 2025 Annual Report contains several pieces of price-sensitive information:

• The January 2026 Reverse Stock Split, its impact on share counts, and new Nasdaq listing rules introduce significant risks regarding stock liquidity and Nasdaq compliance.
• Risks related to leverage, internal controls, and competitive pressures remain material and should be carefully considered by investors.
• The Company’s market value, financial segment details, and the risk of delisting are all critical factors that could affect share price going forward.

Investors are strongly encouraged to review the full set of risk factors and forward-looking statement disclaimers in the company’s SEC filings and to monitor any future disclosures related to Nasdaq compliance, financial results, or strategic initiatives.

Disclaimer: This summary is for informational purposes only and does not constitute investment advice. All investors should perform their own due diligence and consult their financial advisor before making any investment decisions. The information is based on the Company’s 2025 Annual Report and may be subject to change. Urban One, Inc. is subject to a variety of risks as outlined in its SEC filings.

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