Saga Communications (SGA) delays 2025 10-K filing, expects 15-day extension

Rhea-AI Filing Summary

Saga Communications, Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the prescribed due date of March 31, 2026. The company needs additional time to analyze technical tax matters and accounting impacts related to a sale-leaseback transaction disclosed on October 20, 2025, and expects to file within the fifteen calendar day extension under Rule 12b-25. The filing was signed on April 1, 2026 by Samuel D. Bush, CFO.

Key Figures

Fiscal year end: December 31, 2025 Prescribed due date: March 31, 2026 Extension period: 15 calendar days +3 more

6 metrics

Fiscal year end December 31, 2025 Fiscal year referenced for the 2025 Form 10-K

Prescribed due date March 31, 2026 Original filing deadline for the 2025 Form 10-K

Extension period 15 calendar days Rule 12b-25 extension the company expects to use

Sale-leaseback disclosure date October 20, 2025 Date of the Form 8-K disclosing the related transaction

March 12, 2026 Form 8-K reference March 12, 2026 Date of a Form 8-K referenced regarding results of operations and cash flows

Form 12b-25 signature date April 1, 2026 Date the notification was signed by CFO Samuel D. Bush

Key Terms

Form 12b-25, sale-leaseback transaction, forward-looking statements

3 terms

Form 12b-25 regulatory

"Notification of Late Filing; seeks relief under Rule 12b-25"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

sale-leaseback transaction financial

"technical tax matters and accounting impacts related to the Company’s sale-leaseback transaction"

A sale-leaseback transaction is when a company sells an asset it owns—often real estate or equipment—to a buyer and immediately rents the same asset back so it can keep using it. It matters to investors because it converts a fixed asset into cash while creating a new ongoing rental expense, which can boost short-term liquidity but also change long-term cash flow and debt metrics; think of selling your house and signing a lease to stay as a tenant.

forward-looking statements regulatory

"Cautionary Note Regarding Forward-Looking Statements in this notification"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 12b-25

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NOTIFICATION OF LATE FILING

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(Check one):	☒▪Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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​	For Period Ended: December 31, 2025
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​	☐Transition Report on Form 10-K
​	☐Transition Report on Form 20-F
​	☐Transition Report on Form 11-K
​	☐Transition Report on Form 10-Q
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​	For the Transition Period Ended:	​

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

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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

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SAGA COMMUNICATIONS, INC.

Full Name of Registrant

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Not applicable

Former Name if Applicable

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73 Kercheval Avenue

Address of Principal Executive Office (Street and Number)

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Grosse Pointe Farms, Michigan 48236

City, State and Zip Code

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PART II – RULES 12b-25(b) AND (c)

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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)

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☒	(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.

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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.

Saga Communications, Inc. (the “Company,” “we,” or “our”) has determined that it is unable to file, without unreasonable effort or expense, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) by March 31, 2026, the prescribed due date for such filing. The Company requires additional time to complete its analysis of technical tax matters and the resulting accounting impacts related to the Company’s sale-leaseback transaction as disclosed in the Company’s Current Report on Form 8-K filed on October 20, 2025. The Company does not expect any material changes or adjustments to previously published results of operations and cash flows as disclosed in the Company’s Current Report on Form 8-K filed on March 12, 2026.

The Company expects to file the 2025 Form 10-K within the fifteen calendar day extension period as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

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PART IV – OTHER INFORMATION

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

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Samuel D. Bush	​ ​ ​	(313)	​ ​ ​	886-7070
(Name)	​	(Area Code)	​	(Telephone Number)

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(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).

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Yes ☒ No ☐

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(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?

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Yes ☐ No ☒

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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.

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Cautionary Note Regarding Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 (“Form 12b-25”) contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the extent of the required corrections and the Company's expected date of filing the 2025 Form 10-K. Forward looking statements are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including but not limited to risks and uncertainties related to the completion of matters necessary to permit the filing of the 2025 Form 10-K. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements. The forward-looking statements made by us in this Form 12b-25 are based only on information currently available to us and speak only as of the date hereof. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

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Saga Communications, Inc.

(Name of Registrant as Specified in Charter)

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

Date: April 1, 2026	By:	/s/ Samuel D. Bush
​	​	Name:	Samuel D. Bush
​	​	Title:	Executive Vice President, Chief Financial Officer and Treasurer

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FAQ

Why did SGA file a Form 12b-25 for its 2025 Form 10-K?

Because the company needs extra time to analyze tax and accounting impacts. Saga is completing analysis of technical tax matters and accounting effects tied to a sale-leaseback disclosed on October 20, 2025, which prevents filing the 2025 Form 10-K by the March 31, 2026 due date.

When does SGA expect to file the 2025 Form 10-K?

Within the fifteen calendar day extension provided by Rule 12b-25. The company stated it expects to use the statutory 15-day extension following the prescribed due date and to file the 2025 Form 10-K within that period.

Does Saga expect changes to previously published results in the 2025 Form 10-K?

Saga does not expect material changes to reported results of operations or cash flows. The company specifically states it does not anticipate material changes relative to results disclosed in its March 12, 2026 Current Report on Form 8-K.

What specific transaction is driving the delay in SGA's filing?

The delay relates to accounting and tax analysis of a sale-leaseback transaction. That transaction was disclosed on October 20, 2025, and the company needs additional time to finalize the related accounting treatments before filing the annual report.