[Form 4] Mediaco Holding Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mediaco Holding Inc. (MDIA): BlackRock Portfolio Management LLC reports that on 09/05/2025 SLF LBI Aggregator, LLC exercised a warrant to purchase 28,206,152 shares of Class A common stock at an exercise price of $0.00001 per share, paid on a cashless basis so the issuer withheld 214 shares to cover the exercise price. After the transaction, the reporting group is shown as beneficially owning 35,257,690 Class A shares. The filing notes that HPS Group GP, LLC and Scott Kapnick are related parties to the aggregator and that each disclaims beneficial ownership except to the extent of pecuniary interest.

Positive

• Timely disclosure of a material insider transaction showing transparency in insider reporting
• Large warrant exercise documented, clarifying the mechanism (cashless exercise) and resulting share count

Negative

• Significant issuance of 28,206,152 Class A shares may dilute existing holders' percentages
• Complex ownership structure with multiple entities disclaiming beneficial ownership makes control and economic exposure harder to interpret

Insights

Securities Analyst

TL;DR: Large warrant exercise increased outstanding Class A shares; disclosure clarifies complex ownership links but limits direct beneficial claims.

The Form 4 documents a substantial warrant exercise converting 28.2 million warrants into common shares at a nominal per-share price, with only 214 shares withheld for cashless payment. For investors, the key takeaways are the scale of newly issued shares and the reporting structure: BlackRock Portfolio Management LLC is reporting on behalf of internal business units while disclaiming direct beneficial ownership beyond pecuniary interest. The transaction itself is financing-neutral for the issuer given the cashless exercise, but materially increases the pool of Class A shares recorded as beneficially owned by the reporting group.

Corporate Governance Expert

TL;DR: Governance note: several entities are interlinked, and the filing clearly disclaims full beneficial ownership despite the large exercised position.

The filing underscores layered ownership and management relationships: an aggregator exercised the warrant, HPS Group GP, LLC is the non-member manager, and Scott Kapnick is the sole member, while BlackRock reports on behalf of business units. The explicit disclaimers limit attribution of beneficial ownership, which is important for assessing control and voting influence. The report provides necessary transparency but also signals that control and economic exposure are split among multiple parties.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BlackRock Portfolio Management LLC

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mediaco Holding Inc. [ MDIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/05/2025		X(1)		28,206,152	A	(2)	35,257,690	I	See Footnote(3)
Class A Common Stock	09/05/2025		S(1)		214	D	$1.32	35,257,476	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to buy)	(2)	09/05/2025		X(1)			28,206,152	(4)	09/08/2025	Common Stock	28,206,152	$0	0	I	See Footnote(3)

Explanation of Responses:

1. On September 5, 2025, SLF LBI Aggregator, LLC ("Aggregator") exercised a warrant to purchase 28,206,152 shares of Issuer's common stock for $0.00001 per share. Aggregator paid the exercise price on a cashless basis, resulting in Issuer's withholding of 214 of the warrant shares to pay the exercise price.

2. The exercise price of the Warrant is $0.00001.

3. HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. Each of Scott Kapnick, HPS Group, Aggregator and BlackRock Portfolio Management LLC disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.

4. The Warrant is currently exercisable for the full amount.

Remarks:

In accordance with SEC Release No. 34-39538 (January 12, 1998), BlackRock Portfolio Management LLC is reporting Issuer securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. This filing does not include Issuer securities, if any, beneficially owned by other business units whose beneficial ownership of securities is disaggregated from that of the Reporting Business Units in accordance with such release.

	BlackRock Portfolio Management LLC; By: /s/ Joseph Virgilio, Authorized Signatory	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction did the Form 4 for MDIA disclose?

The filing reports that SLF LBI Aggregator, LLC exercised a warrant to purchase 28,206,152 Class A shares on 09/05/2025, with 214 shares withheld to cover the cashless exercise.

At what price were the MDIA warrants exercised?

The exercise price of the warrant was $0.00001 per share, and the exercise was settled on a cashless basis.

How many MDIA Class A shares does the reporting group own after the transaction?

After the transaction, the filing shows the reporting group beneficially owning 35,257,690 Class A shares.

Who are the parties involved in the MDIA transaction?

The filing identifies SLF LBI Aggregator, LLC as the exercise vehicle, HPS Group GP, LLC as the non-member manager, Scott Kapnick as the sole member of HPS Group, and BlackRock Portfolio Management LLC as the reporting entity.

Does BlackRock claim direct beneficial ownership of the MDIA shares?

BlackRock Portfolio Management LLC disclaims beneficial ownership except to the extent of any pecuniary interest, per the filing footnote.