Results of Operations and Financial Condition. On August 14, 2026, MediaCo Holding Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026 . A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (and in the Press Release) shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of the Se…

President — Brian Fisher: Brian Fisher was promoted to President from Chief Revenue Officer.

Results of Operations and Financial Condition. On May 18, 2026, MediaCo Holding Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026 . A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (and in the Press Release) shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of the Secu…

Results of Operations and Financial Condition. On March 31, 2026, MediaCo Holding Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2025 . A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (and in the Press Release) shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of the…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 19, 2025, MediaCo Holding Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on T…

President and Chief Executive Officer (Albert Rodriguez), Executive Vice President, Chief Financial Officer and Treasurer (Debra DeFelice) — Albert Rodriguez, Debra DeFelice: The company entered into new employment agreements with its CEO and CFO, increasing their compensation and outlining new equity awards.

Results of Operations and Financial Condition. On November 20, 2025, MediaCo Holding Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025 . A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (and in the Press Release) shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of…

Class II Director of the Board — Albert Rodriguez: Albert Rodriguez, President and CEO, was elected as a Class II Director of the Board.

Unregistered Sales of Equity Securities. On September 8, 2025, MediaCo Holding Inc. (the “Company”) issued 28,205,938 shares of Class A Common Stock of the Company (“MediaCo Class A Common Stock”), par value $0.01 per share, at an exercise price of $0.00001, pursuant to that certain Warrant, dated as of April 17, 2024, by and between the Company and SLF LBI Aggregator, LLC. The issuance of the shares of MediaCo Class A Common Stock was effected in accordance with an exemption from registratio…

Results of Operations and Financial Condition. On August 11, 2025 , MediaCo Holding Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (and in the Press Release) shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of the Se…

Changes in Registrant’s Certifying Accountant. Previous Independent Registered Public Accounting Firm (a) On May 7, 2025, MediaCo Holding, Inc. (the “Company”) dismissed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm. (b) The reports of Ernst & Young on the consolidated balance sheets of MediaCo Holding Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity a…

Entry into a Material Definitive Agreement. On May 1, 2025, MediaCo Holding Inc., an Indiana corporation (“MediaCo”) completed the previously announced transactions under the Equity Purchase Agreement, dated as of February 7, 2025, by and among MediaCo, MediaCo Operations LLC, a Delaware limited liability company and wholly-owned subsidiary of MediaCo (“Purchaser”), SLF LBI Aggregator, LLC, a Delaware limited liability company, Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”)…

Unregistered Sales of Equity Securities. The information set forth with respect to the issuance of 7,051,538 shares of MediaCo Class A Common Stock in

Entry into a Material Definitive Agreement. At-The-Market Sales Agreement On December 12, 2024, MediaCo Holding Inc. (the “Company”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC and Moelis & Company LLC (together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, as agents, shares of the Company’s Class A Common Stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering…

Director — J. Scott Enright, Jeffrey H. Smulyan and Patrick M. Walsh: The directors resigned in connection with the Company paying off outstanding obligations under the Emmis Note.

Chief Operating Officer — Brian Kei: Brian Kei resigned as Chief Operating Officer.

Entry into a Material Definitive Agreement. On October 29, 2024, MediaCo Holding Inc. (the “Company”) and Standard Media Group LLC (“SMG”) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”). Under the Leasing Agreement, the Company will obtain the services of several SMG employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. To the extent permitted b…

CFO — Ms. Beemish: Ms. Beemish has left her role as CFO and entered into a Separation Agreement with the company.

CFO — Ann C. Beemish: Ann C. Beemish resigned as CFO and was succeeded by Debra DeFelice.

The Board approved new compensation arrangements for certain executive officers, including equity grants and employment terms.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth with respect to the First Lien Term Loan in

Entry into a Material Definitive Agreement. Amendment to Existing First Lien Credit Agreement On April 17, 2024, MediaCo Holding Inc., an Indiana corporation (“ MediaCo ”), and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility (the “ Existing First Lien Credit Agreement ”; the Existing First Lien Credit Agreement, as amended by the First Amendment (as defined below), the “ First Lien Credit Agreement ”), with White Hawk Capital Part…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2024, MediaCo Holding Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for…

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Forward-Looking Statements This Current Repo…

of this Current Report on Form 8-K; iii. A term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “ Second Lien Term Loan ”); and iv. An aggregate cash payment in the amount of approximately $30.0 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses. The shares of Class A Common Stock issuable upon the exercise of the Warrant and the shares of Class A C…