[Form 4] Urban One, Inc. Class D Insider Trading Activity

Rhea-AI Filing Summary

Brian W. McNeill, a director of Urban One, Inc. (symbols UONE/UONEK), reported a sale of 220,901 shares of Class D common stock on 08/27/2025 at a price of $0.8168 per share. After the transaction he reports beneficial ownership of 234,213 shares in total. The Form 4 indicates the filing was made by one reporting person and includes an explanatory note that the reported total aggregates shares held across all classes of Urban One stock. The form discloses the reporting person’s mailing address in Santa Ana, CA, and is signed on behalf of the filer on 08/28/2025.

Positive

• Timely SEC disclosure of an insider sale complying with Section 16 requirements
• Clear reporting of post-transaction beneficial ownership aggregated across share classes

Negative

• Director sold 220,901 Class D shares on 08/27/2025 at $0.8168 per share, reducing direct holdings
• Form provides no context for the sale (e.g., trading plan or reason), so intent and materiality are unclear

Insights

Financial Analyst

TL;DR: A director sold 220,901 Class D shares at $0.8168, reducing direct holdings to 234,213 shares; disclosure was timely.

The sale of 220,901 Class D shares at $0.8168 per share is a clear liquidity event from a director rather than a company operational disclosure. The Form 4 provides precise transaction details including post-transaction beneficial ownership and the reporting person’s relationship as a director. Without information on total outstanding shares or prior insider activity, the investor impact cannot be judged as material. The filing does, however, maintain regulatory transparency about insider trading activity.

Corporate Governance Expert

TL;DR: Director-level disposition disclosed on Form 4 shows governance transparency but no additional context on intent or materiality.

The Form 4 meets Section 16 reporting requirements by stating the director’s sale date, quantity, price and remaining beneficial ownership. It confirms the reporting person’s status as a director and a single filer. The explanatory note clarifies the post-transaction count aggregates all share classes. The form does not provide reasons for the sale or indicate any related-party arrangements, so governance implications are limited to the fact of a disclosed insider sale.

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^*

MCNEILL BRIAN W

(Last) (First) (Middle)

2101 E 4TH ST STE 2029

(Street)

SANTA ANA CA 92705

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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

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

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

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
Class D Common Stock	08/27/2025		S		220,901	D	$0.8168	234,213(1)	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. The total represents all shares held by the reporting person across all classes of Urban One,Inc. stock, Classes A, B, C, and D.

	Karen Wishart	08/28/2025
	** 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.

FAQ

What did the Form 4 filed for UONEK report?

The Form 4 reports that director Brian W. McNeill sold 220,901 Class D shares on 08/27/2025 at $0.8168 per share and thereafter beneficially owned 234,213 shares.

Who is the reporting person on this Form 4 for Urban One (UONE/UONEK)?

The reporting person is Brian W. McNeill, identified on the form as a Director of Urban One, Inc.

Does the Form 4 indicate whether the sale was part of a trading plan?

No. The Form 4 does not indicate that the transaction was made pursuant to a Rule 10b5-1 trading plan or provide any reason for the sale.

How many shares did the reporting person own after the transaction?

The Form 4 states the reporting person beneficially owned 234,213 shares following the reported transaction, aggregated across all classes of Urban One stock.

When was the Form 4 signed and filed?

The signature block on the form shows a signature date of 08/28/2025.