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MediaCo Holding Inc. filings document an Indiana public media company with Audio and Video segments, including earnings releases for its advertising, digital, radio and television operations. Its Form 8-K reports cover results of operations, non-cash warrant liability changes, goodwill and FCC license impairments, and other material events tied to the Estrella Media asset base acquired in April 2024.
Proxy and governance filings describe director elections, shareholder voting results, executive compensation, the 2025 Equity Compensation Plan, auditor ratification and board appointments. The record also includes a Form 12b-25 notice for a delayed quarterly report, reflecting reporting-status disclosures alongside routine governance and financial reporting.
MediaCo Holding Inc. appointed Brian Fisher as President effective July 20, 2026, while Albert Rodriguez continues as Chief Executive Officer. Fisher has held senior revenue and sales roles at the company since 2021 and previously held leadership positions at Disney, Tribune Media, and Bloomberg Media.
Under a January 22, 2026 employment agreement, Fisher’s annual base salary is $450,000, increasing to $510,000 on December 1, 2026 and $600,000 on December 1, 2027. He may receive a discretionary cash bonus of up to 60% of base salary, with potential increases to up to 115% if performance metrics are met, and severance equal to six months of base salary if he resigns for good reason or is terminated without cause or due to disability.
The agreement provides equity compensation valued at $972,260 in restricted stock units and $972,261 in performance stock units, each vesting on a three-year linear schedule and subject to conditions including shareholder approval to increase shares available under the equity plan, plus post-employment non-compete and non-solicitation covenants. Effective July 17, 2026, Debra DeFelice ceased serving as Chief Financial Officer, Treasurer, and Executive Vice President, and on July 20, 2026 the Board appointed Roberto Castro as interim Chief Financial Officer and interim Treasurer.
MediaCo Holding Inc. is asking shareholders to vote at a virtual-only annual meeting on August 7, 2026. Key items include electing three directors, approving an amendment to the 2025 Equity Compensation Plan to add 10,000,000 Class A shares, an advisory say-on-pay vote, and ratifying Deloitte as auditor for 2026.
As of June 16, 2026, there were 76,911,042 Class A shares and 5,413,197 Class B shares outstanding, with Class B carrying ten votes per share. SG Broadcasting beneficially owns about half of the Class A shares and all Class B shares, while SLF LBI Aggregator owns about 43% of Class A. Together they control roughly 95% of total voting power and have indicated they plan to vote in favor of all proposals, making approval very likely. The proxy also details governance practices, executive pay, and the company’s significant 2025 net loss of $66.7 million.
MediaCo Holding Inc. reported first quarter 2026 results showing higher revenue but continued losses. Net revenues for the quarter ended March 31, 2026 were $31.4 million, up 12% from $28.0 million a year earlier, driven primarily by new digital revenue sales. Digital channels generated roughly half of advertising revenue, reflecting the company’s focus on multicultural audiences and cross-platform distribution.
The company posted a net loss of $9.4 million, compared with a net loss of $8.6 million in the prior-year period, as higher digital expenses, a larger loss on disposal of assets, and increased net interest costs outweighed revenue growth and higher other income. Adjusted EBITDA was income of $0.2 million, down from $1.4 million, as operating and corporate expenses rose. MediaCo also invested in Sigma Audio Networks LLC, committing up to $1.0 million and contributing $0.3 million as of March 31, 2026, to expand its national multicultural audio footprint.
MediaCo Holding Inc. reported higher net revenues but deeper losses and mounting liquidity pressure for the quarter ended March 31, 2026. Net revenues rose 12% to $31.4 million, driven by strong growth in digital revenue to $15.5 million, while traditional spot radio and TV advertising declined.
Operating expenses increased 19% to $38.9 million, including higher digital platform costs and a $0.8 million loss on disposal of assets, pushing operating loss to $7.5 million. Net loss widened to $9.4 million, and cash used in operating activities was $2.0 million compared with positive $2.1 million a year earlier.
MediaCo ended the quarter with $5.1 million of cash, cash equivalents and restricted cash and a working capital deficit of $54.5 million. With near‑term debt maturities, high leverage, and limited liquidity, management concluded that substantial doubt exists about the company’s ability to continue as a going concern absent successful refinancing, cost actions, or new capital.
MediaCo Holding Inc. filed an amended annual report to add 2025 Part III disclosures on directors, executive pay, ownership, related-party deals and auditor fees. The company remains a Nasdaq-listed controlled company with 76,318,634 Class A and 5,413,197 Class B shares outstanding as of early 2026.
The filing details a reshaped board, including CEO Alberto Rodriguez and three HPS-affiliated designees, and confirms eight of nine directors meet Nasdaq independence standards. In 2025, Rodriguez, CFO Debra DeFelice and Chief Growth and Innovation Officer René Santaella received total compensation of $1.19 million, $0.63 million and $0.67 million, respectively.
MediaCo describes extensive related-party arrangements around the Estrella acquisition, including a warrant exercised for 28,205,938 Class A shares, an option paid with 7,051,538 shares, a $35.0 million first-lien term loan, and a $30.0 million second-lien term loan. It also reports 2025 audit fees of $1,738,000 and confirms Audit Committee pre-approval of Deloitte’s services.
MediaCo Holding Inc. reported strong revenue growth but a much larger loss for 2025. Net revenues for the year ended December 31, 2025 rose to $133.3 million, up 39.5% from $95.6 million, driven mainly by new video and audio assets from the April 2024 Estrella acquisition and a surge in digital revenue.
Despite this top-line growth, year-to-date net loss widened sharply to $66.2 million from $1.3 million, primarily due to non-cash items such as a $23.1 million impairment of goodwill and intangibles and adverse changes in warrant share liabilities. Fourth-quarter net revenues increased 17.9% to $38.7 million, but the quarter showed a net loss of $32.3 million.
Profitability on an adjusted basis improved. Adjusted EBITDA, a non-GAAP measure, turned positive for the full year at $7.3 million, compared with a loss of $1.6 million in 2024, reflecting higher revenue and lower corporate expenses. Management highlighted record audience gains at EstrellaTV, strong radio ratings and the launch of Sigma Audio Networks and HOT 97-branded programming as key growth drivers.
MediaCo Holding Inc. files its annual report describing a transformed multimedia business following the Estrella acquisition, which added 11 radio and 9 television stations plus eight FAST streaming channels across major U.S. markets. The company now operates two segments, Audio and Video, targeting multicultural audiences and reaching over 35 million unique visitors each month through radio, TV, digital, and events.
MediaCo highlights a controlled-company governance structure under SG Broadcasting, extensive FCC and ownership regulation, and expanding use of AI technologies alongside related legal and ethical risks. Intangible assets represented 62% of total assets as of December 31, 2025, and the company recorded non-cash impairment charges of $3.2 million on FCC licenses and $19.9 million on audio-segment goodwill.
MediaCo Holding Inc. (MDIA) approved new employment agreements for President & CEO Albert Rodriguez and EVP, CFO & Treasurer Debra DeFelice. Mr. Rodriguez’s annual base salary rises from $700,000 to $850,000, then to $900,000 on September 1, 2026 and $950,000 on September 1, 2027, with eligibility for a discretionary cash bonus of up to 60% of base salary and six months’ base-salary severance in certain termination scenarios. Ms. DeFelice’s base salary increases from $450,000 to $550,000, then to $600,000 on September 1, 2026 and $650,000 on September 1, 2027, also with bonus eligibility up to 60% of base salary and similar severance terms. Both executives are subject to post-employment non-competition, non-solicitation and perpetual non-disparagement covenants. Each executive was also granted a mix of time-based restricted stock units and performance stock units under the equity plan, with grant-date values for Mr. Rodriguez totaling $5,000,000 and for Ms. DeFelice totaling $2,000,000, some of which depend on shareholder approval to increase plan share capacity.
MediaCo Holding Inc. (MDIA) reported that it has released its financial results for the quarter ended September 30, 2025. The company furnished an earnings press release as Exhibit 99.1 to this Form 8-K, describing its results of operations and financial condition for that period.
The disclosure is made under Item 2.02, which means the press release and related information are treated as furnished, not filed, under federal securities laws. The Form 8-K also includes an Inline XBRL cover page as Exhibit 104.