MediaCo Holding Inc. Files Amendment No. 1 to 2025 Annual Report: Shareholder Update and Key Developments

Overview

MediaCo Holding Inc. (“MediaCo” or “the Company”), a Nasdaq-listed radio broadcasting company, has filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment provides investors with critical disclosures pertaining to governance, executive compensation, ownership, related party transactions, accounting fees, and management certifications. The amendment was necessary as the Company does not anticipate filing its definitive proxy statement by April 30, 2026, as initially planned.

Key Points in the Report

• Amendment Scope: The amendment addresses Part III items of Form 10-K: Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships and Related Transactions, Principal Accounting Fees and Services, and Exhibits. No other information from the original filing is updated.
• Corporate Governance: MediaCo emphasizes adherence to high ethical standards, robust corporate governance guidelines, and compliance with Nasdaq listing standards.
• Board Structure and Independence: The Board Chair, Deborah McDermott, is confirmed as an independent director under Nasdaq rules. All Audit Committee members are also independent, with Robert L. Greene identified as the audit committee financial expert.
• Shareholder Agreements and Board Composition: SLF LBI Aggregator, LLC (“Aggregator”) has rights to designate up to three directors, contingent on its shareholding, due to a standing Shareholders Agreement with SG Broadcasting and MediaCo. These rights fall away if Aggregator holds less than 10% of fully diluted common stock for ten consecutive days.
• Ownership Structure:
  • Standard General, L.P. (through SG Broadcasting and Aggregator) remains the controlling shareholder, with 68.65% of Class A shares and 27.03% of total beneficial ownership.
  • 5,413,197 Class B shares are outstanding; all Class B shares are convertible into Class A shares.
  • There are no Class C shares outstanding.
• Executive Compensation:
  • As a “smaller reporting company,” MediaCo reports compensation for three executives:
    • Alberto Rodriguez (CEO & President): Assumed role on Nov 21, 2025 (previously Interim CEO from Oct 28, 2024).
    • Debra DeFelice (EVP, CFO & Treasurer): 2024 salary was \$226,862 with a \$45,000 bonus.
    • Other executives received bonuses and total compensation as detailed in the tables.
  • All Section 16(a) reports for directors and 10%+ shareholders were timely filed.
• Securities Trading Policy: MediaCo has updated and filed its Amended and Restated Securities Trading Policy as an exhibit, imposing strict trading windows and blackout period rules for directors, officers, employees, and related parties to prevent insider trading violations.
• Related Party Transactions: Full disclosure of relationships and transactions with Standard General, Aggregator, SG Broadcasting, and other affiliates is provided, with relevant agreements filed as exhibits. These include Shareholders Agreement, Registration Rights Agreement, and Equity Compensation Plans.
• Principal Accounting Fees:
  • Audit fees for 2025: \$704,250; Audit-related fees: \$1,738,000 paid to Ernst & Young LLP.
  • No services were performed under the de minimis exception in Regulation S-X.
• Exhibits and Legal Filings:
  • Numerous material contracts, equity plans, bylaw amendments, and separation agreements are included as exhibits, including the 2025 Equity Compensation Plan and executive employment agreements.
  • New certifications by the principal executive and financial officers accompany the filing, as required by Rule 12b-15 of the Exchange Act.

Potentially Price-Sensitive and Material Information

• Control and Governance: The continued control by Standard General/Aggregator remains a pivotal factor for investors. Any changes to their ownership or board designation rights could materially impact corporate strategy and share value.
• No Proxy Statement: The Company’s inability to file its proxy statement by the statutory deadline may raise concerns for shareholders regarding governance and transparency, potentially impacting investor sentiment and share price.
• Executive Turnover: The formal appointment of Alberto Rodriguez as CEO and the separation of Ann C. Beem (see filed separation agreement) are significant leadership changes that could affect strategic direction and market perception.
• Equity Compensation Plans: Adoption of the 2025 Equity Compensation Plan and recent equity-related agreements could impact future dilution, executive incentives, and overall capitalization structure.
• Updated Trading Policy: The new Securities Trading Policy, now filed as an exhibit, reflects the Company’s efforts to enhance compliance and transparency, which may be viewed positively by the market.
• Audit Fees and Related Disclosures: The substantial audit and audit-related fees may prompt questions regarding past or ongoing complexities in financial reporting or internal controls.

Other Notable Details for Investors

• The amendment does not update financial results or other operational disclosures from the original 10-K filing. All financial statements remain unchanged.
• No restatements or corrections of previously issued financial statements are reported in this amendment.
• There are no indications in this filing of non-compliance with Nasdaq listing standards or SEC filing requirements.

Conclusion

This amendment primarily serves to provide the required Part III information not available in the original 10-K filing. While there are no restatements or corrections, the disclosures on control, board composition, executive changes, and equity plans represent potentially price-sensitive items that shareholders and prospective investors should evaluate carefully. The continued influence of Standard General/Aggregator, upcoming shareholder meetings, and changes in leadership and compensation structure could affect MediaCo’s strategic direction and market valuation.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should refer to MediaCo Holding Inc.’s full SEC filings for complete and up-to-date information before making any investment decisions.

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