MediaCo Holding Inc-A 2025年度报告

SECURITIES AND EXCHANGE COMMISSION (Mark One) Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year EndedDecember 31, 2025Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Commission File Number 001-39029 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. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter 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, a smaller reporting company or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filerNon-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 revisedfinancial accounting standards pursuant to Section 13(a) of the Exchange Act. Indicate 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 overfinancial 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. 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 theregistrant’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 Rule 12b-2 of the Act). YesNo The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2025, the last business day of theRegistrant’s most recently completed second fiscal quarter, was $13,980,999. The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of March 31, 2026, was: None in this Amendment No. 1 on Form 10-K/A. EXPLANATORY NOTE On March 31, 2026, MediaCo Holding Inc. filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the“Original Filing”), with the Securities and Exchange Commission (the “Commission”). The Company indicated that it wouldincorporate Part III of Form 10-K in the Original Filing by reference to the Company’s definitive proxy statement for its 2026 annualmeeting of shareholders. Because the Company does not anticipate filing its definitive proxy statement by April 30, 2026, the Companyis filing this Amendment No. 1 (this “Amendment”) on Form 10-K/A, which amends and restates items identified below with respect tothe Original Filing and provides the disclosure required by Part III of Form 10-K. This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11(Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting Feesand Services) and Part IV, Item 15 (Exhibits, Financial Statement Schedules). All other items as presented in the Original Filing areunchanged. Except for the foregoing amended and restated information, this Amendment does not amend, update or change any otherinformation presented in the Original Filing. In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A contains new certifications by our principal executive officer and our principal financial and accounting officer, filed as exhibitshereto. Unless the context requires otherwise, all references in this report to “MediaCo,” “the Company,” “we,