MediaCo Holding Inc - 2025年季度报告

FORM10-Q (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 For the transition period from _____ to _____Commission File Number001-39029 MEDIACO HOLDING INC. (Exact name of registrant as specified in its charter)______________________________________ Indiana(State or other jurisdiction of incorporation or organization)84-2427771(I.R.S. Employer Identification No.)48 West 25th Street,Third FloorNew York,New York10010(Address of principal executive offices)(212)447-1000 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 Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of November18, 2025, was: Shares of Class A common stock, $.01 Par ValueShares of Class B common stock, $.01 Par ValueShares of Class C common stock, $.01 Par Value INDEX PART I — FINANCIAL INFORMATION Item 1. Financial StatementsCondensed Consolidated Statements of Operations for the three-month andnine-month periods endedSeptember30, 2025 and 2024Condensed Consolidated Balance Sheets as ofSeptember30, 2025 and December 31, 2024Condensed Consolidated Statements of Changes in Equity for the three-month andnine-month periods endedSeptember30, 2025 and 2024Condensed Consolidated Statements of Cash Flows for thenine-month period endedSeptember30, 2025 and2024Notes to Condensed Consolidated Financial StatementsItem 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPART II — OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity SecuritiesItem 3. Defaults upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. ExhibitsSIGNATURES PART I — FINANCIAL INFORMATION 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization MediaCo Holding Inc., and its subsidiaries (collectively, “MediaCo” or the “Company”) is an owned and operated multi-mediacompany formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events. On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liabilitycompany (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., aDelaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and an affiliate of HPSInvestment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (otherthan certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed Our broadcasting assets consist oftworadio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), whichserve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers and as a result of theEstrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supplyagreements with Estrella for itselevenradio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX andninetelevision stationsserving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. Among the Estrella brands that joinedMediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansi