Saga Communications (NASDAQ: SGA) completes $2.1M buyback of 184,215 shares

Rhea-AI Filing Summary

Saga Communications repurchased 184,215 shares of its common stock in a privately negotiated transaction at $11.50 per share, for an aggregate purchase price of approximately $2.1 million.

The buyback, completed on December 12, 2025, represents about 2.8% of the company’s outstanding common stock, based on 6,556,621 shares outstanding as of December 11, 2025. The repurchased shares were returned to treasury and are no longer outstanding, and the transaction relied on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933, with the selling stockholder represented as an accredited investor.

Insights

Equity capital markets analyst

Saga Communications executes a modest $2.1M buyback, retiring 2.8% of its shares via a private transaction.

Saga Communications repurchased 184,215 common shares at $11.50 per share, for a total of about $2.1 million, through a privately negotiated deal with an accredited investor. This reduces the public float and marginally concentrates ownership among remaining shareholders.

The repurchased shares equal roughly 2.8% of outstanding stock, based on 6,556,621 shares outstanding as of December 11, 2025, and were returned to treasury, lowering the share count going forward. The company relied on the Section 4(a)(2) private offering exemption, underscoring that this was a targeted transaction rather than an open-market repurchase program.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2025

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		1-11588		38-3042953
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

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73 Kercheval Avenue
Grosse Pointe Farms, MI		48236
(Address of Principal Executive Offices)		(Zip Code)

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Registrant’s telephone number, including area code: (313) 886-7070

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	SGA	NASDAQ Global Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01.Other Events.

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On December 15, 2025, Saga Communications, Inc. (the “Company”) issued a press release announcing that the Company repurchased 184,215 shares of its common stock for an aggregate purchase price of approximately $2.1 million or $11.50 per share, through a privately negotiated transaction.

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The repurchased shares represent approximately 2.8% of the company’s currently outstanding common stock, based on 6,556,621 shares outstanding as of December 11, 2025. After closing, these shares were returned to treasury and are no longer outstanding. The transaction was completed on December 12, 2025, and relied on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, with the selling stockholder represented as an accredited investor.

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Item 9.01.Financial Statements and Exhibits.

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(d) Exhibits.

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99.1 Press Release dated December 15, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ugust
​	SAGA COMMUNICATIONS, INC.
Dated: December 15, 2025	By:	/s/ Samuel D. Bush
		Samuel D. Bush
		Executive Vice President and Chief
		Financial Officer

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FAQ

What stock transaction did Saga Communications (SGA) complete?

Saga Communications completed a repurchase of 184,215 shares of its common stock in a privately negotiated transaction, retiring those shares to treasury.

How much did Saga Communications (SGA) pay for the share repurchase?

The company paid an aggregate purchase price of approximately $2.1 million, or $11.50 per share, for the 184,215 repurchased shares.

What portion of Saga Communications’ outstanding stock was repurchased?

The repurchased 184,215 shares represent approximately 2.8% of the company’s currently outstanding common stock, based on 6,556,621 shares outstanding as of December 11, 2025.

When was the Saga Communications share repurchase completed?

The transaction was completed on December 12, 2025, following the company’s agreement to buy the shares in a privately negotiated deal.

What happened to the Saga Communications shares that were repurchased?

After closing, the 184,215 repurchased shares were returned to treasury and are no longer outstanding.

What securities law exemption did Saga Communications use for this transaction?

The transaction relied on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, with the selling stockholder represented as an accredited investor.