MDIA late 10-Q notice: Q3 revenue growth but larger net loss

Rhea-AI Filing Summary

Mediaco Holding Inc. (MDIA) filed a Form 12b-25, notifying a late filing of its Form 10-Q for the quarter ended September 30, 2025, citing the need for additional time to finalize required information.

The company anticipates a significant change in results: it expects net revenues for the third quarter of 2025 to increase by approximately 19% year over year, while its net loss is expected to increase by approximately 130%, largely due to a mark-to-market fair value adjustment on outstanding warrants.

Insights

Equity analyst

Late 10-Q notice: revenue +19% YoY, net loss +130% on warrant MTM.

Mediaco Holding Inc. filed a late-filing notice for its Q3 FY2025 Form 10-Q, stating it needs more time to finalize required information. Such notices (Form 12b-25) are administrative and do not, by themselves, indicate operational issues.

The company anticipates Q3 2025 net revenues up approximately 19% versus Q3 2024, indicating top-line growth, primarily from digital revenue. It also expects the net loss to increase approximately 130%, attributed largely to a mark-to-market fair value adjustment on outstanding warrants.

The warrant mark-to-market effect can materially move net income without reflecting core operating trends. Subsequent filings may provide segment detail and the specific impact of the fair value adjustment.

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Accepted by SEC EDGAR 11/14/2025 - 05:30 PM Learn about SEC filing dates

FAQ

What did MDIA file and for which period?

Mediaco Holding Inc. filed a Form 12b-25 (NT 10-Q) for the quarter ended September 30, 2025.

Why did MDIA file an NT 10-Q?

The company cited the need for additional time to finalize required information, stating the delay could not be eliminated without unreasonable effort or expense.

Did MDIA indicate significant changes in Q3 2025 results?

Yes. It expects net revenues to increase by approximately 19% year over year and net loss to increase by approximately 130%.

What is driving the expected increase in net loss for MDIA?

The company attributes it largely to a mark-to-market fair value adjustment on outstanding warrants.

What is the main driver of MDIA's revenue growth?

The company cites growth in digital revenue as the primary driver of the expected increase in net revenues.

Who is the MDIA contact for this filing?

Debra DeFelice, Chief Financial Officer and Treasurer, at (212) 447-1000.

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SEC FILE NUMBER

001-39029

CUSIP NUMBER

58450D104

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☐ x Form 10-K Form 10-Q ☐ Form 20-F ☐ Form 10-D ☐ Form 11-K ☐ Form N-CEN ☐ Form N-CSR

			For the Period Ended:			September 30, 2025
			☐ Transition Report on Form 10-K
			☐ Transition Report on Form 20-F
			☐ Transition Report on Form 11-K
			☐ Transition Report on Form 10-Q
			For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

MEDIACO HOLDING INC.
Full Name of Registrant
N/A
Former Name if Applicable
48 WEST 25TH STREET, THIRD FLOOR
Address of Principal Executive Office (Street and Number)
NEW YORK, NEW YORK 10010
City, State and Zip Code
SEC 1344 (01-19)			Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x			(a)			The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company has encountered delays in filing its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, within the prescribed timeframe. The Company requires additional time to finalize required information. Eliminating the delay would require an unreasonable level of effort or expense.

PART IV — OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification

Debra DeFelice

(212)

447-1000

(Name)

(Area Code)

(Telephone Number)

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ☐ No

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company currently expects net revenues for the third quarter of 2025 to increase approximately 19% compared to the third quarter of 2024, driven primarily by growth in digital revenue. The Company also expects its net loss for the third quarter of 2025 to increase approximately 130% compared to the prior-year period, largely due to the mark-to-market fair value adjustment on outstanding warrants.

MEDIACO HOLDING INC.

(Name of Registrant as Specified in Charter)

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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date

November 14, 2025

By

/s/ Debra DeFelice

Debra DeFelice

Chief Financial Officer and Treasurer

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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