Saga Communications Inc-A 2025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 ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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 the SecuritiesExchange Act of 1934 during the preceding 12months (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.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 such shorterperiod 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange 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.C 7262(b)) bythe 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 of theregistrant 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 of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant 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 30, 2025 the aggregate market value of the shares of ClassA Common Stock held by nonaffiliates of the registrant,computed on the basis of the closing stock price of the ClassA Common Stock on the NASDAQ was $52,914,030. The number of shares of the registrant’s ClassA Common Stock, $.01par value outstanding as of April 9, 2026 was 6,363,968. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2026 Annual Meeting of Shareholders (to be filed with the Securities and ExchangeCommission not later than 120days after the end of the Company’s fiscalyear) are incorporated by reference in PartIII hereof. Saga Communications,Inc.2025 Form10-K Annual Report Table of Contents Page PART IItem 1.Business4Item 1A.Risk Factors24Item 1B.Unresolved Staff Comments33Item 1C.Cybersecurity33Item 2.Properties34Item 3.Legal Proceedings34Item 4.Mine Safety Disclosures34PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities34Item 6.[Reserved]36Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk46Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure46Item 9A.Controls and Procedures46Item 9B.Other Information47Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections47PART IIIItem 10.Directors, Executive Officers and Corporate Governance47Item 11.Executive Compensation47Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedShareholder Matters47Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accountant Fees and Services47PART IVItem 15.Exhibits and Financial Statement Schedules48Signatures89 Forward-Looking Statements Statements contained in this Form10-K that are not historical facts are forward-looking statementsthat are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of1995. In addi