Saga Communications Inc-A 2024年度报告

(Mark one) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from_________________________ to_______________________________ SAGA COMMUNICATIONS,INC.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes◻No☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes◻No☑ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☑No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files).Yes☑No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer◻Acceleratedfiler☑Non-accelerated filer◻Smaller ReportingCompany☑Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.◻ Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.◻ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to § 240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☑ On June 28, 2024 the aggregate market value of the shares of ClassA Common Stock held by nonaffiliates of theregistrant, computed on the basis of the closing stock price of the ClassA Common Stock on the NASDAQ was $61,656,352. The number of shares of the registrant’s ClassA Common Stock, $.01par value outstanding as of March 4, 2025 was6,441,913. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2025 Annual Meeting of Shareholders (to be filed with the Securities andExchange Commission not later than 120days after the end of the Company’s fiscalyear) are incorporated by reference inPartIII hereof. Saga Communications,Inc.2024 Form10-K Annual Report Table of Contents Page PART IItem 1.Business4Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity32Item 2.Properties32Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities33Item 6.[Reserved]34Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations35Item 7A.Quantitative and Qualitative Disclosures About Market Risk43Item 8.Financial Statements and Supplementary Data43Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure43Item 9A.Controls and Procedures43Item 9B.Other Information46Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections46PART IIIItem 10.Directors, Executive Officers and Corporate Governance46Item 11.Executive Compensation46Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedShareholder Matters46Item 13.Certain Relationships and Related Transactions, and Director Independence46Item 14.Principal Accountant Fees and Services46PART IVItem 15.Exhibits and Financial Statement Schedules47Signatures91 Forward-Looking Statements Statements contained in this Form10-K that are not historical facts are forward-lookingstatements that are mad