MediaCo Holding Inc-A 2024年度报告

(Mark One) xAnnual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 MEDIACO HOLDING INC. (Exact name of registrant as specified in its charter) SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YesxNooIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards pursuant to Section 13(a) of the Exchange Act.oIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.oIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.oIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2024, the last business day of the Registrant’s mostrecently completed second fiscal quarter, was $13,485,737. The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of March21, 2025, was: 41,275,414Class A Common Shares, $.01 par value5,413,197Class B Common Shares, $.01 par value—Class C Common Shares, $.01 par value Proxy Statement for 2025 Annual Meeting of Shareholders expected to be filed by April30, 2025 (the day that is 120 days after the last day of theregistrant’s 2024 fiscal year) FORM 10-K TABLE OF CONTENTS PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26Item 6. [Reserved]26Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7A. Quantitative and Qualitative Disclosures About Market Risk35Item 8. Financial Statements and Supplementary Data36Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure68Item 9A. Controls and Procedures68Item 9B. Other Information69Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69 PART III Item 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners, and Management, and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules71Item 16. Form 10-K Summary73 Signatures CERTAIN DEFINITIONS Unless the context requires otherwise, all references in this report to “MediaCo,” “the Company,” “we,” “our,” “us,” and similar termsrefer to MediaCo Holding Inc. and its consolidated subsidiaries. FORWARD-LOOKING STATEMENTS This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, asamended, and Section21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”)