Urban One director awarded 17,442 restricted shares

ARMSTRONG D GEOFFREY reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

ARMSTRONG D GEOFFREY reported acquisition or exercise transactions in this Form 4 filing.

URBAN ONE, INC. director D. Geoffrey Armstrong received a grant of 17,442 shares of Class D Common Stock as a restricted stock award pursuant to Rule 16b-3. The award will vest in two equal annual installments beginning July 15, 2027. The share amount was determined by dividing $75,000 by the $4.30 closing price of the company’s Class D shares on July 15, 2026. After this award, Armstrong holds 57,806 shares in total across all classes of Urban One stock.

Insider Trade Summary

Grant/Award: 17,442 shares

Grant/Award 1 txn

Insider ARMSTRONG D GEOFFREY

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class D Common Stock F1, F2	17,442	$0.00	$0.00

Holdings After Transaction: Class D Common Stock — 57,806 shares (Direct)

Footnotes (2)

1. F1. Represents an award of restricted stock, pursuant to Rule 16b-3, which will vest in two equal annual installments beginning 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, 2026. The closing price of the Class D shares on that date was $4.30.
2. F2. The total represents all shares held by the reporting person across all classes of Urban One, Inc. stock Classes A,B,C, and D.

Key Figures

Restricted shares awarded: 17,442 shares Grant value basis: $75,000 Closing price used: $4.30 +3 more

6 metrics

Restricted shares awarded 17,442 shares Class D Common Stock grant to director D. Geoffrey Armstrong

Grant value basis $75,000 Dollar amount used to determine number of restricted shares granted

Closing price used $4.30 Closing price of Class D shares on July 15, 2026 used to size award

Total holdings after grant 57,806 shares Aggregate Urban One shares held across Classes A, B, C, and D

Vesting installments 2 annual installments Restricted stock vests in two equal annual tranches

Vesting start date July 15, 2027 Date first half of restricted stock award begins to vest

Key Terms

restricted stock, Rule 16b-3, Class D Common Stock

3 terms

restricted stock financial

"Represents an award of restricted stock, pursuant to Rule 16b-3, which will vest"

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, which will vest"

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.

Class D Common Stock financial

"The closing price of the Company's Class D shares on July 15, 2026 was $4.30"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock grant did Urban One (UONE) director D. Geoffrey Armstrong receive?

D. Geoffrey Armstrong received a restricted stock award of 17,442 shares of Urban One Class D Common Stock. This grant was made at $0.00 per share as director compensation and is structured to vest over time rather than as an immediate, freely tradable share award.

How was the size of D. Geoffrey Armstrong's Urban One (UONE) stock award calculated?

The award size was determined by dividing $75,000 by the $4.30 closing price of Urban One’s Class D shares on July 15, 2026. This calculation produced 17,442 restricted shares, aligning the grant with a targeted grant-date value of approximately $75,000.

What is the vesting schedule for D. Geoffrey Armstrong's Urban One (UONE) restricted shares?

The 17,442 restricted shares will vest in two equal annual installments, beginning on July 15, 2027. This means half of the award vests on that date and the remaining half vests one year later, subject to the terms of the restricted stock arrangement.

How many Urban One (UONE) shares does D. Geoffrey Armstrong hold after this award?

Following the restricted stock grant, D. Geoffrey Armstrong holds 57,806 shares of Urban One stock in total. This figure represents his aggregate holdings across all outstanding classes of Urban One, including Classes A, B, C, and D, after giving effect to the new award.

Did D. Geoffrey Armstrong buy Urban One (UONE) shares on the open market in this filing?

No. The transaction reported is a grant/award acquisition of restricted stock under Rule 16b-3, coded as an “A” transaction, at a price of $0.00 per share. It reflects equity compensation, not an open-market purchase of Urban One shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/16/2026 - 05:49 PM Accepted by SEC EDGAR 07/16/2026 - 05:48 PM Learn about SEC filing dates

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^*

ARMSTRONG D GEOFFREY

(Last) (First) (Middle)

NEXSTAR MEDIA GROUP, INC.

545 E. JOHN CARPENTER FREEWAY SUITE 700

(Street)

IRVING TEXAS 75062

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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
Class D Common Stock	07/15/2026		A		17,442(1)	A	$0	57,806(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, 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, 2026. The closing price of the Class D shares on that date was $4.30.

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.

	Karen Wishart	07/16/2026
	** 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)