Welcome to our dedicated page for Mediaco Holding SEC filings (Ticker: MDIA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. 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.
MediaCo Holding Inc. (MDIA) reported sharply higher scale but continued losses for the quarter ended September 30, 2025. Net revenues rose to $35.4 million from $29.9 million, driven largely by video and digital advertising, yet higher operating costs produced an operating loss of $7.1 million and a net loss of $17.9 million, compared with prior-year net income that was boosted by a large noncash warrant revaluation gain.
For the first nine months of 2025, revenue grew to $94.7 million from $62.8 million, but the company posted a net loss of $33.9 million. During 2025, MediaCo completed the Estrella transaction by acquiring 100% of Estrella in exchange for 7.1 million Class A shares and saw a warrant exercised for about 28.2 million Class A shares, materially increasing its equity base. As of November 18, 2025, there were 76.4 million Class A and 5.4 million Class B shares outstanding.
MediaCo Holding Inc. reported that its Board of Directors increased the size of the Board and elected President and Chief Executive Officer Albert Rodriguez as a Class II director, effective November 11, 2025. This move formally adds the company’s CEO to the Board, filling the vacancy created by the increase in board size. The company noted that no committee assignment for Mr. Rodriguez had been determined at the time of the filing. Mr. Rodriguez will not receive any additional compensation for his board service beyond his existing pay as President and CEO, and the company stated there are no related person transactions involving him that are reportable under the applicable SEC rules.
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.
Standard General L.P. and individual Kim Soohyung report a combined 49.88% beneficial interest in MediaCo Holding Inc.'s Class A common stock, representing 40,839,597 shares. The Amendment No. 18 to the Schedule 13D updates Item 5 to reflect a distribution on September 12, 2025 by a private investment vehicle managed by Standard General of 2,105,596 Class A shares issued for no consideration. The filing states no other transactions in the prior 60 days. Percentage calculations use the Issuer's reported outstanding shares as of August 1, 2025 and a September 8, 2025 issuance. The reporting persons disclose shared voting and dispositive power over the reported shares and identify Standard General as an investment adviser entity and Kim Soohyung as an individual reporting person.
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 35,257,476 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.
BlackRock Portfolio Management LLC (BPM) filed Amendment No. 1 to a Schedule 13D reporting significant ownership in MediaCo Holding Inc. BPM reports 35,257,476 shares of Class A common stock as beneficially owned by the reporting business units, representing 46.1% of the class per the cover page calculations. The filing incorporates prior Schedule 13D disclosures and clarifies ownership and voting/dispositive powers shown on the cover page.
The amendment discloses that on September 5, 2025 an affiliated Aggregator exercised a Warrant to purchase 28,206,152 Warrant Shares, with the issuer withholding 214 shares to cover the exercise price and issuing 28,205,938 Warrant Shares to Aggregator. BPM states there are no other arrangements or understandings regarding transfer or voting of the issuer's securities, aside from ordinary securities lending activity.
MediaCo Holding Inc. reported the results of its 2025 annual shareholder meeting held on August 8, 2025. Shareholders elected three directors to three-year terms: Colbert Cannon as a Class A director, and Robert L. Greene and Deborah A. McDermott as Class B directors. Cannon received 37,835,746 votes for and 91,702 withheld, while Greene and McDermott each received 54,131,970 votes for with no votes withheld.
Shareholders also approved the 2025 Equity Compensation Plan with 91,877,143 votes for, 140,242 against, and 42,033 abstentions, and gave strong advisory support for the compensation of named executive officers with 92,003,245 votes for and 15,046 against. In addition, they ratified Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2025, with 92,620,279 votes for and 64,047 against.