Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to C ...

Financial Performance - For Q4 2025, Urban One reported net revenue of approximately $97.8 million, a decrease of 16.5% from Q4 2024[2] - The operating loss for Q4 2025 was approximately $54.0 million, compared to an operating loss of approximately $1.9 million in Q4 2024[2] - Adjusted EBITDA for Q4 2025 was approximately $15.6 million, down from approximately $26.9 million in Q4 2024[2] - The net loss for Q4 2025 was approximately $54.4 million or $(12.24) per share, compared to a net loss of $35.7 million or $(7.81) per share in Q4 2024[2] - For the twelve months ended December 31, 2025, net revenue was $374.4 million, a decrease of approximately 16.7% from $449.7 million in 2024[11] - Adjusted EBITDA for 2025 was $56.7 million, down from $103.5 million in 2024, representing a decline of approximately 45.5%[12] - The company reported a net loss attributable to common stockholders of $146.9 million for 2025, compared to a loss of $105.4 million in 2024, indicating an increase in losses of approximately 39.3%[12] - The total operating expenses for 2025 were $544.492 million, up from $525.259 million in 2024, indicating an increase of about 3.4%[36] - The company experienced an operating loss of $170.121 million for 2025, compared to an operating loss of $75.585 million in 2024, reflecting a worsening of approximately 125%[34] Revenue Breakdown - Revenue from the Radio Broadcasting segment for Q4 2025 was $35.1 million, down from $47.7 million in Q4 2024, a decrease of approximately 26.4%[20] - Revenue from the Reach Media segment increased to $13.8 million in Q4 2025 from $9.6 million in Q4 2024, an increase of approximately 43.8%[20] - Revenue from the Digital segment decreased to $14.7 million in Q4 2025 from $18.3 million in Q4 2024, a decline of approximately 19.6%[20] - Revenue from the Cable Television segment decreased to $34.9 million in Q4 2025 from $42.0 million in Q4 2024, a decrease of approximately 16.8%[20] - Radio advertising revenue decreased by $6.9 million or 15.7% to $37.1 million for the three months ended December 31, 2025, compared to $44.0 million in 2024[21] - Political advertising revenue saw a significant decline of $12.6 million, resulting in $0.8 million for the three months ended December 31, 2025, compared to $13.5 million in 2024[21] Expenses and Impairments - The total operating expenses for Q4 2025 were approximately $151.9 million, compared to $119.0 million in Q4 2024[5] - The company incurred $55.3 million in impairment of goodwill and intangible assets in Q4 2025, compared to $24.2 million in Q4 2024, an increase of approximately 128.5%[12] - Impairment of goodwill and intangible assets was approximately $55.3 million for the three months ended December 31, 2025, compared to $24.2 million in 2024[24] - The impairment of goodwill and intangible assets in 2025 amounted to $191.816 million, significantly higher than the $151.755 million recorded in 2024[36] Cash and Debt Management - Cash and cash equivalents decreased to $26.4 million as of December 31, 2025, from $137.6 million in 2024, a decline of approximately 80.8%[15] - Total long-term debt decreased to $429.7 million in 2025 from $579.1 million in 2024, a reduction of approximately 25.8%[15] - Interest expense for 2025 totaled $38.806 million, compared to $48.571 million in 2024, showing a reduction of about 20.5%[34] - The company recorded a gain on retirement of debt of $44.009 million in 2025, compared to a gain of $23.271 million in 2024, indicating an increase of approximately 89%[34] Strategic Initiatives - Urban One plans to realign segment information and expenses effective January 1, 2025, to better evaluate segment performance[38] - The company emphasizes the importance of broadcast and digital operating income as a measure of its core operating segments' performance[42] - Urban One's strategic focus includes expanding its media presence and enhancing content offerings to better serve its target demographics[41] Operational Highlights - Urban One, Inc. operates 76 independently formatted broadcast stations, including 58 FM or AM stations and 16 HD stations, targeting over 30 million households[41] - The company provides advertisers with a unique delivery mechanism to reach African American and urban audiences through its multi-media operations[41] - Urban One's Adjusted EBITDA is a significant measure used by management to evaluate operating performance, although it is not a measure of financial performance under GAAP[42] Future Outlook - The company experienced a significant decline in cable TV prime delivery, down approximately 20.0% from Q3 2025, but expects a recovery of 40.0% - 50.0% in Q1 2026 due to revised Nielsen methodology[4] - The conference call to discuss the fourth quarter results is scheduled for March 12, 2026, at 10:00 a.m. EDT[39] - A replay of the conference call will be available from March 12, 2026, until March 19, 2026, providing access to stakeholders for further insights[40] Shareholder Information - For the three months ended December 31, 2025, Urban One had 4,444,458 shares of common stock outstanding on a weighted average basis, compared to 4,565,959 shares for the same period in 2024, reflecting a decrease of approximately 2.6%[42]

Core Viewpoint - Urban One is conducting its Fourth Quarter Earnings Call for 2025, focusing on financial performance and future projections [1]. Group 1: Financial Performance - Urban One will discuss certain non-GAAP financial measures during the call, which will be reconciled to GAAP either during the call or in a press release available on the company's website [3]. Group 2: Forward-Looking Statements - The company will share forward-looking statements regarding future events or performance, while cautioning that actual results may differ due to various risks and uncertainties [2].

Financial Data and Key Metrics Changes - Consolidated net revenue for Q4 2025 was approximately $97.8 million, down 16.5% year-over-year [9] - Adjusted EBITDA for the fourth quarter was $15.6 million, a decrease of 41.8% [15] - Net loss for Q4 2025 was approximately $54.4 million or $12.24 per share, compared to a net loss of $35.7 million or $7.81 per share for Q4 2024 [21][22] Business Line Data and Key Metrics Changes - Net revenue for the radio broadcasting segment was $35.1 million, a decrease of 26.5% year-over-year [9] - Reach Media segment net revenue was $13.8 million, up 43.9% from the prior year, primarily due to event revenue from the Fantastic Voyage cruise [11] - Digital segment net revenue was down 19.6% to $14.7 million, driven by decreased direct revenue streams [12] - Cable television segment revenue was approximately $34.9 million, a decrease of 16.8%, with advertising revenue down 21.8% [12] Market Data and Key Metrics Changes - Local ad sales were down 19% against markets that were down 12.6%, while national ad sales were down 40.1% against a market decline of 29.2% [9] - Cable subscribers for TV One decreased to 30.2 million from 34.1 million at the end of Q3 [12] Company Strategy and Development Direction - The company is focused on deleveraging its business and taking advantage of offensive opportunities, particularly in the deregulated radio business [6][7] - A significant capital markets transaction was completed, repurchasing a substantial amount of 2028 notes at a discount and extending maturities to 2031 [6][16] Management's Comments on Operating Environment and Future Outlook - The first quarter of 2026 started slower than expected, with current radio pacings down about 5% [5] - Management remains positive about operational changes and upcoming political events that may impact revenue [5] Other Important Information - The company completed a reverse stock split of 1-for-10 in January 2026 to regain compliance with Nasdaq listing requirements [22] - Capital expenditures for the quarter were approximately $3.2 million and $10.1 million for the year [21] Q&A Session Summary - There were no questions during the Q&A session [23]

Financial Data and Key Metrics Changes - The company reported consolidated net revenue of approximately $97.8 million for Q4 2025, a decrease of 16.5% year-over-year [9] - Adjusted EBITDA for the fourth quarter was approximately $15.6 million, down 41.8% compared to the previous year [15] - The net loss for the quarter was approximately $54.4 million, or $12.24 per share, compared to a net loss of $35.7 million, or $7.81 per share, for Q4 2024 [21][22] Business Line Data and Key Metrics Changes - Net revenue for the radio broadcasting segment was $35.1 million, a decrease of 26.5% year-over-year, with a 10.1% decline when excluding political revenue [9] - Reach Media segment net revenue was $13.8 million, up 43.9% year-over-year, primarily due to increased event revenue from the Fantastic Voyage Cruise [11] - Digital segment net revenue decreased by 19.6% to $14.7 million, driven by lower direct revenue streams [12] - Cable television segment revenue was approximately $34.9 million, down 16.8%, with advertising revenue down 21.8% [12] Market Data and Key Metrics Changes - Local ad sales were down 19% against markets that were down 12.6%, while national ad sales decreased by 40.1% against a market decline of 29.2% [9] - The largest ad category for the quarter was services, which increased by 18.1%, primarily due to legal services [10] Company Strategy and Development Direction - The company completed a significant capital markets transaction, repurchasing a substantial amount of its 2028 notes at a discount and extending maturities to 2031 [6] - The focus remains on deleveraging the business and taking advantage of opportunities related to deregulation in the radio industry [6][7] Management's Comments on Operating Environment and Future Outlook - The first quarter of 2026 started slower than anticipated, with current radio pacings down about 5% [5] - Management expressed optimism about operational changes and upcoming political events that may positively impact performance [5] Other Important Information - The company recorded $55.3 million in non-cash impairment charges, with significant amounts attributed to the cable television segment [20] - Capital expenditures for the quarter were approximately $3.2 million, totaling $10.1 million for the year [21] Q&A Session Summary - There were no questions during the Q&A session [23]

Financial Data and Key Metrics Changes - Consolidated net revenue for Q4 2025 was approximately $97.8 million, down 16.5% year-over-year [8] - Adjusted EBITDA for the fourth quarter was $15.6 million, a decrease of 41.8% [14] - Net loss for Q4 2025 was approximately $54.4 million or $12.24 per share, compared to a net loss of $35.7 million or $7.81 per share for Q4 2024 [19][20] Business Line Data and Key Metrics Changes - Net revenue for the radio broadcasting segment was $35.1 million, a decrease of 26.5% year-over-year [8] - Reach Media segment net revenue was $13.8 million, up 43.9% from the prior year, primarily due to event revenue from the Fantastic Voyage cruise [10] - Digital segment net revenues were down 19.6% to $14.7 million, driven by decreased direct revenue streams [10] - Cable television segment revenue was approximately $34.9 million, down 16.8%, with advertising revenue down 21.8% [11] Market Data and Key Metrics Changes - Local ad sales were down 19% against markets that were down 12.6%, while national ad sales were down 40.1% against a market decline of 29.2% [9] - The largest ad category for the quarter was services, which increased by 18.1%, primarily due to legal services [9] Company Strategy and Development Direction - The company completed a significant capital markets transaction, repurchasing a substantial amount of its 2028 notes at a discount and extending maturities to 2031 [6] - Focus remains on deleveraging the business and taking advantage of opportunities related to deregulation in the radio business [6][7] Management's Comments on Operating Environment and Future Outlook - The first quarter of 2026 started slower than expected, with current radio pacings down about 5% [5] - Management remains positive about operational changes and upcoming political events that may impact revenue [5] Other Important Information - The company recorded $55.3 million in non-cash impairment charges, with significant amounts attributed to the cable television segment [18] - Capital expenditures for the quarter were approximately $3.2 million [19] Q&A Session Summary - No questions were asked during the Q&A session, and the call concluded without further inquiries [21][22]

Core Insights - Urban One, Inc. reported a net revenue of approximately $97.8 million for Q4 2025, a decrease of 16.5% compared to Q4 2024 [1][4] - The company experienced an operating loss of approximately $54.0 million in Q4 2025, compared to an operating loss of approximately $1.9 million in Q4 2024 [1][4] - The net loss for Q4 2025 was approximately $54.4 million or $(12.24) per share, compared to a net loss of $35.7 million or $(7.81) per share in Q4 2024 [1][2] Financial Performance - Total net revenue for the year ended December 31, 2025, was approximately $374.4 million, down 16.7% from $449.7 million in 2024 [1][4] - The company reported adjusted EBITDA of approximately $15.6 million for Q4 2025, down from approximately $26.9 million in Q4 2024 [1][3] - Impairment of goodwill and intangible assets was approximately $55.3 million in Q4 2025, compared to $24.2 million in Q4 2024 [1][4] Segment Performance - Revenue from the Radio Broadcasting segment was approximately $35.1 million in Q4 2025, down from $47.7 million in Q4 2024, primarily due to a decrease in political advertising [4][5] - The Reach Media segment saw an increase in revenue to approximately $13.8 million in Q4 2025 from $9.6 million in Q4 2024, driven by event revenue [4][5] - The Cable Television segment reported revenue of approximately $34.9 million in Q4 2025, down from $42.0 million in Q4 2024, attributed to subscriber churn and lower advertising sales [4][5] Debt and Financing - On December 18, 2025, the company completed a private placement debt exchange, repurchasing $185.0 million of 2028 Notes for $111.0 million [1][3] - The company issued $60.6 million of 10.500% first lien senior secured notes due 2030 and $291.0 million of 7.625% second lien secured notes due 2031 [1][3] - The Amended and Restated ABL Credit Agreement provides commitments of up to $75.0 million, with an additional capacity of up to $25.0 million for working capital and corporate purposes [1][3] Market Outlook - The CEO noted a challenging Q4 due to non-recurring political advertising and declining audience delivery in cable TV, but expressed optimism for recovery in Q1 2026 [1][3] - The company anticipates a significant recovery in cable TV delivery due to revised Nielsen methodology, projecting a lift of approximately 40.0% - 50.0% compared to Q4 2025 [1][3] - Radio pacings in Q1 2026 are currently down 5.0%, but the company remains positive about mid-term political revenues later in the year [1][3]

Core Viewpoint - Urban One, Inc. is set to hold a conference call on March 12, 2026, to discuss its fourth fiscal quarter results for 2025, indicating a focus on transparency and communication with investors [1]. Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the U.S. [1]. - The company owns TV One, LLC, which serves over 35 million households with a variety of original programming and classic series aimed at adult Black viewers [1]. - As of December 31, 2025, Urban One operated 74 revenue-generating broadcast stations, including 57 FM or AM stations, 15 HD stations, and 2 low power television stations across 13 urban markets [1]. - The company also has a controlling interest in Reach Media, Inc., which operates popular syndicated programming such as the Rickey Smiley Morning Show and the DL Hughley Show [1]. - Urban One owns iOne Digital, a digital platform catering to the African American community through various content and entertainment websites [1]. Conference Call Details - The conference call is scheduled for March 12, 2026, at 10:00 a.m. EDT, with participation options for both U.S. and international callers [1]. - A replay of the call will be available from March 12, 2026, at 2:00 p.m. EDT until March 19, 2026, at 11:59 p.m. EDT [1]. - Access to live audio and the replay will also be available on Urban One's corporate website for seven days post-call [1].

Keith Hopkins VP, Content Distribution & Marketing for TV One Networks SILVER SPRING, MD., Feb. 24, 2026 (GLOBE NEWSWIRE) -- TV One Networks today announced the appointment of Keith Hopkins as the new Vice President of Content Distribution & Marketing. Hopkins brings two decades of experience spanning content distribution, sports partnerships, and streaming strategy, having held senior leadership roles at Roku, Nexstar Media Group, Pac-12 Conference and NBCUniversal/Comcast. In his new role, Hopkins wil ...

Core Viewpoint - Radio One, Inc. is implementing a 10-for-1 reverse stock split to comply with Nasdaq's minimum bid price requirement, aiming to stabilize its stock price and improve market perception [1][2][6] Company Overview - Radio One, Inc. is a media company focused on radio broadcasting for African American audiences, competing with major players like iHeartMedia and Cumulus Media [1] - The company's stock opened at $0.87, with a market capitalization of approximately $39 million [3] Financial Performance - In the latest earnings report, Radio One reported a loss of $0.06 per share and a negative net margin of 32.55%, while achieving a positive return on equity of 1.85% [5] - The company generated revenue of $92.68 million for the quarter [5] Stock and Market Metrics - The stock's price-to-earnings (PE) ratio is -0.31, indicating negative earnings, and it has a beta of 0.38, suggesting lower volatility compared to the broader market [3][6] - Over the past year, the stock fluctuated between a low of $0.87 and a high of $1.90 [3] Liquidity and Leverage - Radio One has a current and quick ratio of 2.59, indicating a strong liquidity position [4][6] - The company has a high debt-to-equity ratio of 6.14, reflecting significant leverage [4][6] Stock Split Details - The reverse stock split will take effect at 11:59 p.m. on January 22, 2026, with trading on a split-adjusted basis commencing shortly thereafter [5]