Urban One (NASDAQ: UONE) updates terms on 7.375% 2028 notes

Rhea-AI Filing Summary

Urban One, Inc. entered into a supplemental indenture with Wilmington Trust, National Association, covering its 7.375% senior secured notes due 2028. This new agreement amends the existing indenture originally dated February 2, 2021 for those notes.

The supplemental indenture will become operative only if a previously announced exchange offer and consent solicitation for the existing notes is consummated. The complete terms are set out in the supplemental indenture, which is filed as an exhibit.

Insights

Credit and capital structure analyst

Urban One ties indenture changes on 7.375% 2028 notes to an exchange offer.

Urban One has signed a supplemental indenture with Wilmington Trust, National Association for its 7.375% senior secured notes due 2028. The document states that this supplemental indenture amends provisions of the original indenture dated February 2, 2021 covering those notes.

A supplemental indenture is typically used to modify an existing bond agreement, such as updating wording or changing how certain provisions work. Here, the changes are explicitly conditioned on a previously announced exchange offer and consent solicitation for the existing notes.

The text explains that the supplemental indenture will only become operative upon consummation of that exchange offer and consent solicitation. This means any practical impact on noteholders and Urban One’s debt profile depends on whether that transaction is completed.

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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 3, 2025

URBAN ONE, INC.

(Exact name of Registrant as specified in its charter)

Delaware			0-25969			52-1166660
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1010 Wayne Avenue

14th Floor

Silver Spring, Maryland 20910

(301) 429-3200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, $0.001 Par Value

UONE

NASDAQ Stock Market

Class D Common Stock, $0.001 Par Value

UONEK

NASDAQ Stock Market

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 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 1.01. Entry Into a Material Definitive Agreement.

Supplemental Indenture for Existing Notes

On December 3, 2025, Urban One, Inc. (the “Issuer”) entered into a supplemental indenture (the “Supplemental Indenture”), by and between the Issuer and Wilmington Trust, National Association, as trustee and collateral agent for the Issuer’s existing 7.375% senior secured notes due 2028 (the “Existing Notes”), which amends the provisions of the indenture, dated February 2, 2021, by and among the Issuer, the guarantors thereto and Wilmington Trust, National Association, as the trustee and the collateral agent. The Supplemental Indenture will become operative only upon the consummation of the previously announced exchange offer and consent solicitation of the Issuer’s Existing Notes.

The foregoing description is qualified by the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01.     Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number						Description
4.1						Supplemental Indenture, dated as of December 3, 2025, by and between the Issuer and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 7.375% senior secured notes due 2028.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

			URBAN ONE, INC.
			/s/ Peter D. Thompson
December 8, 2025			Peter D. Thompson
			Executive Vice President and Chief Financial Officer

FAQ

What agreement did Urban One (UONE) enter into on December 3, 2025?

On December 3, 2025, Urban One, Inc. entered into a supplemental indenture with Wilmington Trust, National Association, relating to its 7.375% senior secured notes due 2028.

Which Urban One debt securities are covered by the new supplemental indenture?

The supplemental indenture applies to Urban One’s 7.375% senior secured notes due 2028, described in the filing as the company’s existing senior secured notes.

When will Urban Ones supplemental indenture for the 7.375% notes become operative?

The filing states that the supplemental indenture will become operative only upon the consummation of the previously announced exchange offer and consent solicitation for the existing 7.375% senior secured notes due 2028.

Who is the trustee and collateral agent for Urban One19s 7.375% senior secured notes due 2028?

Wilmington Trust, National Association serves as the trustee and collateral agent for Urban One19s existing 7.375% senior secured notes due 2028 and is a party to the supplemental indenture.

Where can investors find the full terms of Urban One19s supplemental indenture?

The company filed the full text of the supplemental indenture as Exhibit 4.1, and the filing notes that the brief description is qualified in its entirety by that exhibit.

Which Urban One securities are listed on the NASDAQ Stock Market?

The filing lists Class A Common Stock with trading symbol UONE and Class D Common Stock with trading symbol UONEK as traded on the NASDAQ Stock Market.