UONEK Form 4: McNeill Receives 123,558 Class D Restricted Shares Vesting by 2027

Rhea-AI Filing Summary

Urban One director Brian W. McNeill received an award of 123,558 Class D restricted shares on 07/15/2025, granted under Rule 16b-3 and calculated by dividing a $75,000 award by the Class D closing price of $0.607 on that date. The restricted shares vest in two equal annual installments beginning July 15, 2026 and fully vest on July 15, 2027. After the grant, Mr. McNeill’s total beneficial ownership across all Urban One classes is reported as 455,114 shares. The filing notes a delay in submission due to credentialing errors requiring re-enrollment under the Form ID system.

Positive

• Director award granted: 123,558 Class D restricted shares representing a $75,000 grant.
• Clear vesting schedule: Two equal annual installments beginning July 15, 2026, fully vesting July 15, 2027.
• Disclosure of total holdings: Reporting person’s beneficial ownership across all classes disclosed as 455,114 shares.

Negative

• Filing delay noted: Submission was delayed due to credentialing errors requiring re-enrollment under the Form ID system.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant aligning interests; vesting schedule spreads recognition over two years.

The filing documents a standard non-employee director compensation award: a $75,000 grant converted to Class D restricted stock (123,558 shares) that vests in two equal annual installments beginning July 15, 2026. This type of award is commonly used to align director incentives with shareholders. The report also discloses the director's total beneficial holdings of 455,114 shares across all classes. The filing delay due to Form ID credentialing is administrative and explicitly noted.

Securities/Compliance Analyst

TL;DR: Disclosure shows an equity acquisition by a director and an administrative filing delay; no derivative transactions reported.

Table I records a non-derivative acquisition of Class D common stock on 07/15/2025 with an acquisition price listed as $0, consistent with a compensatory restricted stock grant. Table II contains no derivative activity. The explanation clarifies how the share count was calculated and that the director grant corresponds to non-employee director awards made July 15, 2025. The filer documents the credentialing-related delay in submission.

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

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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)
07/15/2025

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	07/15/2025(3)		A		123,558(1)	A	$0	455,114(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, which will vest in two equal annual installments beginning July 15, 2026, and finally vesting in full on July 15, 2027. The number of shares was determined by dividing $75,000 by the closing price of the Company's Class D shares on July 15, 2025. The closing price of the Class D shares on that date was $0.607.

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

3. This filing corresponds to non-employee directors grants made July 15, 2025. Filings for other directors were made on July 17, 2025 and Mr. McNeill's filing was attempted to be made on that date but was delayed due to credentialing errors requiring the re-enrollment of Mr. McNeill under the Form ID system as updated March 24, 2025.

	Karen Wishart	08/14/2025
	** 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).
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FAQ

What did Brian W. McNeill acquire according to the UONEK Form 4?

He acquired 123,558 Class D restricted shares as a compensatory award.

How was the number of shares determined on the Form 4 for UONEK?

The share count was calculated by dividing the $75,000 award by the Class D closing price of $0.607 on July 15, 2025.

When do the restricted shares granted to Brian McNeill vest?

They vest in two equal annual installments beginning July 15, 2026 and fully vest on July 15, 2027.

How many Urban One shares does the reporting person own after the transaction?

The filing reports total beneficial ownership across Classes A, B, C and D as 455,114 shares.

When was the underlying transaction dated on the Form 4 for UONEK?

The transaction date is listed as 07/15/2025.

Why was the Form 4 filing for Brian McNeill delayed?

The filing was delayed due to credentialing errors requiring re-enrollment under the Form ID system as updated March 24, 2025.