Cumulus Media (CMLS) appoints Carol Flaton to board of directors

Rhea-AI Filing Summary

Cumulus Media Inc. reported a planned change on its board of directors. On January 14, 2026, Joan Hogan Gillman notified the company that she intends to resign from the board, effective January 15, 2026, upon the election of her successor. The board then appointed Carol Flaton as a director, effective January 15, 2026.

The company states that Ms. Flaton meets the independence requirements of SEC rules and will serve until the company’s 2026 annual meeting of stockholders, and until a successor is elected and qualified. She will receive cash compensation of $40,000 per month for her board service. The company issued a press release announcing her appointment, furnished as Exhibit 99.1.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001058623false00010586232026-01-142026-01-14

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): January 14, 2026

____________________________

Cumulus Media Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-38108

82-5134717

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS employer Identification No.)

780 Johnson Ferry Road NE, Suite 500

Atlanta

GA

30342

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(404)

949-0700

n/a

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    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
N/A			N/A			N/A

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

Emerging growth company ☐

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. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 14, 2026, Joan Hogan Gillman notified the Board of Directors (the “Board”) of Cumulus Media Inc. (the “Company”) of her intent to resign from the Board, effective as of January 15, 2026, upon the election of her successor.

As a result, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed Carol Flaton to serve as a director, effective as of January 15, 2026. Ms. Flaton, who satisfies the independence requirements of the Securities and Exchange Commission (the “SEC”) rules, will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2026 annual meeting of stockholders, and until her successor is duly elected and qualified.

There are no arrangements or understandings between Ms. Flaton and any other persons pursuant to which Ms. Flaton was appointed as a director, and Ms. Flaton is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933. Ms. Flaton will receive compensation equal to $40,000 per month, payable in cash, for her service as a director of the Board.

Item 7.01 - Regulation FD Disclosure.

On January 15, 2026, the Company issued a press release announcing the appointment of Ms. Flaton to the Board, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information included in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
99.1			Press release, dated January 15, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Cumulus Media Inc.

By:

/s/ Francisco J. Lopez-Balboa

Name: Francisco J. Lopez-Balboa

Title: Executive Vice President, Chief Financial Officer

Date:

January 15, 2026

FAQ

What board changes did Cumulus Media (CMLS) disclose in this 8-K?

Cumulus Media Inc. disclosed that Joan Hogan Gillman intends to resign from the Board of Directors effective January 15, 2026, and that the Board appointed Carol Flaton as a new director effective the same date.

When will Carol Flaton’s term on the Cumulus Media (CMLS) board end?

Cumulus Media states that Carol Flaton will serve for an initial term expiring concurrently with the other board members at the company’s 2026 annual meeting of stockholders, and until her successor is duly elected and qualified.

Is the new Cumulus Media (CMLS) director considered independent?

Yes. The filing notes that Carol Flaton satisfies the independence requirements of Securities and Exchange Commission rules for board members.

What compensation will Carol Flaton receive as a Cumulus Media (CMLS) director?

For her service on the Board of Directors, Carol Flaton will receive $40,000 per month, payable in cash.

Are there any related-party transactions involving Carol Flaton and Cumulus Media (CMLS)?

The company states that Carol Flaton is not a party to any transaction with Cumulus Media that would be reportable under Item 404(a) of Regulation S-K.

Did Cumulus Media (CMLS) issue a press release about the new director appointment?

Yes. Cumulus Media issued a press release on January 15, 2026, announcing the appointment of Carol Flaton to the board, which is included as Exhibit 99.1 and is furnished, not filed, for Exchange Act purposes.