[SCHEDULE 13D/A] Mediaco Holding Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of beneficial ownership: reporting business units control 35,257,476 Class A shares
• Ownership percentage provided: reporting business units represent 46.1% of the Class A shares per cover-page calculation
• Material transaction disclosed: Aggregator exercised a warrant to acquire 28,205,938 shares (214 shares withheld to pay exercise price)
• No other arrangements with respect to transfer or voting of issuer securities, aside from ordinary securities lending

Negative

• None.

Insights

Financial Analyst

TL;DR: A major equity increase from warrant exercise yields a near-majority stake disclosure (46.1%), materially affecting ownership structure.

The filing confirms that the Reporting Business Units control 35,257,476 Class A shares, shown as 46.1% of the class under the cover-page calculation. The material event is the Aggregator's exercise of a large warrant on September 5, 2025, resulting in issuance of 28,205,938 shares. For investors and analysts, this is a clear change in capitalization and ownership distribution that could influence voting outcomes and strategic dynamics at MediaCo.

Corporate Governance Expert

TL;DR: Concentrated ownership disclosed; the filing shows no side agreements but centralizes voting/dispositive power within the reporting units.

BPM's cover-page figures show sole voting and dispositive power over 35,257,476 shares, with no shared powers reported. The amendment specifically states no other contracts or understandings exist regarding voting or transfer of securities, other than ordinary securities lending. This transparency is procedurally important for governance review, though the filing does not disclose any voting arrangements or plans beyond standard disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MediaCo Holding Inc.

(Name of Issuer)

Class A common stock, par value $0.01 per share

(Title of Class of Securities)

58450D104

(CUSIP Number)

Joseph Virgilio
BlackRock, Inc., 50 Hudson Yards
New York, NY, 10001
(212) 810-5800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 58450D104

1

Name of reporting person

BlackRock Portfolio Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 35,257,476.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 35,257,476.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

35,257,476.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.1 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.01 per share
(b)	Name of Issuer: MediaCo Holding Inc.
(c)	Address of Issuer's Principal Executive Offices: 48 WEST 25TH STREET, THIRD FLOOR, NEW YORK, NEW YORK , 10010.
Item 1 Comment: Explanatory Note This Amendment No. 1 to the Schedule 13D amends and supplements the statement on Schedule 13D for BlackRock Portfolio Management LLC ("BPM"), an indirectly wholly owned subsidiary of BlackRock, Inc. ("BlackRock"), originally filed with the Securities and Exchange Commission (the "SEC") on July 3, 2025 (as amended, the "Schedule 13D"). Capitalized terms used in this Schedule 13D and not otherwise defined have the meanings set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of BPM to Rows (11) and (13) of the cover page of this Schedule 13D are incorporated herein by reference. None of the Covered Persons beneficially owns any shares of Class A Common Stock. The aggregate percentages of shares of Class A Common Stock reported as beneficially owned by the Reporting Business Units were calculated based on 48,264,309 shares of Class A Common Stock issued and outstanding as of August 1, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, plus 28,205,938 shares of Class A Common Stock issued upon exercise of the Warrant.
(b)	The responses of BPM to Rows (7) through (10) of the cover page of this Schedule 13D are incorporated herein by reference.
(c)	The Reporting Business Units engaged in the following transaction in the Issuer's Class A Common Stock in the 60-day period ended September 5, 2025: on September 5, 2025, Aggregator exercised the Warrant to purchase 28,206,152 Warrant Shares and paid the exercise price on a cashless basis, resulting in the Issuer withholding 214 of the Warrant Shares to pay the exercise price and issuing to Aggregator the remaining 28,205,938 Warrant Shares.
(d)	Except for investment advisory clients of the Reporting Business Units, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Common Stock, no other person is known by BPM to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class A Common Stock that may be beneficially owned by the Reporting Business Units.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information in Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On September 5, 2025, Aggregator exercised the Warrant to purchase 28,206,152 Warrant Shares and paid the exercise price on a cashless basis, resulting in the Issuer withholding 214 of the Warrant Shares to pay the exercise price and issuing to Aggregator the remaining 28,205,938 Warrant Shares. As a result, Aggregator is now the stockholder with respect to those Warrant Shares. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between BPM and any other person with respect to any securities of the Issuer or among the Reporting Business Units, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to the shares of Class A Common Stock that are loaned out in the ordinary course of certain Reporting Business Units' securities lending programs).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BlackRock Portfolio Management LLC

Signature:	/s/ Joseph Virgilio
Name/Title:	Joseph Virgilio, Attorney-in-Fact
Date:	09/08/2025

FAQ

What stake in MediaCo Holding Inc. (MDIA) does BlackRock Portfolio Management LLC report?

BPM reports beneficial ownership of 35,257,476 Class A shares, representing 46.1% of the Class A stock per the cover-page calculation.

What transaction triggered this Schedule 13D amendment for MDIA?

On September 5, 2025, an Aggregator exercised a warrant to purchase 28,206,152 shares; 214 shares were withheld to pay the exercise price and 28,205,938 shares were issued to Aggregator.

Does BPM report shared voting or dispositive power over MDIA shares?

No. The cover page reports sole voting power and sole dispositive power of 35,257,476 shares and zero shared voting or dispositive power.

Are there any contracts or arrangements concerning voting or transfer of MDIA securities disclosed?

The filing states there are no contracts, arrangements, understandings or relationships regarding transfer or voting of the issuer's securities, except ordinary securities lending programs.

How many warrant shares were issued after the exercise disclosed in the filing?

28,205,938 Warrant Shares were issued to the Aggregator after withholding 214 shares to cover the exercise price.