Urban One (UONEK) CFO granted $704K in restricted shares with tax withholding

Rhea-AI Filing Summary

URBAN ONE, INC. CFO/EVP Peter Thompson reported routine equity compensation and related tax withholding in company stock. He received a grant of 156,500 shares of restricted Class D stock under Rule 16b-3, with the award value set at $704,250 based on the $4.50 closing price on June 16, 2026. To cover tax obligations, 59,626 shares were disposed of as a tax-withholding transaction, not an open-market sale. After these transactions, Thompson holds 170,575 shares of Urban One across all share classes, reflecting his total direct equity position following the award.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Thompson Peter

Role CFO/EVP

Type	Security	Shares	Price	Value
Grant/Award	UONEK	156,500	$0.00	--
Tax Withholding	UONEK	59,626	$4.50	$268K

Holdings After Transaction: UONEK — 170,575 shares (Direct, null)

Footnotes (1)

1. Represents an award of restricted stock pursuant to Rule 16b-3. The number of shares was determined by dividing $704,250 by the closing price of the Company's Class D shares on June 16, 2026. The closing price on that date was $4.50. The total represents all shares held by the reporting person across all classes of Urban One stock: Classes A, B, C, and D.

Key Figures

Restricted stock award: 156,500 shares Award value: $704,250 Closing share price: $4.50 per share +3 more

6 metrics

Restricted stock award 156,500 shares Grant of Class D restricted stock on June 16, 2026

Award value $704,250 Restricted stock award value used to determine share count

Closing share price $4.50 per share Class D closing price on June 16, 2026

Tax-withholding shares 59,626 shares Shares delivered to satisfy tax liability on award

Shares held after transactions 170,575 shares Total Urban One shares held across all classes after award

Shares following tax withholding leg 110,948 shares Holdings immediately after tax-withholding disposition entry

Key Terms

restricted stock, Rule 16b-3, tax-withholding disposition, Class D shares, +1 more

5 terms

restricted stock financial

"Represents an award of restricted stock pursuant to Rule 16b-3."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Rule 16b-3 regulatory

"Represents an award of restricted stock pursuant to Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class D shares financial

"The number of shares was determined by dividing $704,250 by the closing price of the Company's Class D shares on June 16, 2026."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thompson Peter

(Last) (First) (Middle)

1010 WAYNE AVE.

14TH FLOOR

(Street)

SILVER SPRING MARYLAND 20910

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
URBAN ONE, INC. [ UONEK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO/EVP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
UONEK	06/16/2026		A		156,500(1)	A	$0	170,575	D
UONEK	06/16/2026		F		59,626	D	$4.5	110,948(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock pursuant to Rule 16b-3. The number of shares was determined by dividing $704,250 by the closing price of the Company's Class D shares on June 16, 2026. The closing price on that date was $4.50.

2. The total represents all shares held by the reporting person across all classes of Urban One stock: Classes A, B, C, and D.

	Karen Wishart	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Urban One (UONEK) CFO Peter Thompson report?

Peter Thompson reported a restricted stock award and related tax withholding. He received 156,500 Class D shares as compensation and 59,626 shares were disposed of to satisfy tax obligations, leaving him with 170,575 Urban One shares across all classes.

Was the Urban One (UONEK) insider transaction a market sale of shares?

The filing shows no open-market sale. The 59,626-share disposition was a tax-withholding transaction, where shares are delivered to cover tax liabilities tied to an equity award, rather than being sold on the open market for investment purposes.

What is the value of the restricted stock award to Urban One CFO Peter Thompson?

The restricted stock award was valued at $704,250. The number of shares granted, 156,500, was calculated by dividing this dollar amount by Urban One’s Class D closing share price of $4.50 on June 16, 2026, as disclosed.

How many Urban One shares does Peter Thompson hold after these transactions?

After the reported transactions, Peter Thompson holds 170,575 Urban One shares. A footnote explains this total includes all shares he holds across every class of Urban One stock, namely Classes A, B, C, and D combined.

How was the number of Urban One restricted shares for Peter Thompson determined?

The award share count was set by dividing $704,250 by the Class D closing price. On June 16, 2026, Urban One’s Class D stock closed at $4.50, resulting in a grant of 156,500 restricted shares, all described as issued pursuant to Rule 16b-3.